Common use of Indemnification by the Corporation Clause in Contracts

Indemnification by the Corporation. The Corporation shall indemnify and hold harmless each Conversion Holder, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, if any, who Controls such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Person.

Indemnification by the Corporation. The Corporation shall shall, notwithstanding any termination of this Annex A, indemnify and hold harmless each Conversion HolderHolder and their agents, its memberscounsel, partnersbrokers, investment advisors and employees of each of them and each underwriter of the Registrable Securities and their officers, directors, managersAffiliates, trustees, stockholders, employees, retained professionals, agents partners and investment advisers, each underwriter, any broker or any other Person on behalf of dealer through whom such Conversion Holder, shares may be sold and each Person, if any, who Controls controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Conversion HolderHolder or any such underwriter to the fullest extent permitted by applicable law, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, claims, damages, liabilities and expenses liabilities, costs (including, without limitation, reasonable costs of preparation and attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (collectively, “Losses”), as incurred, arising out of or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) relating to any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities ActRegistration Statement, any preliminary prospectus, final Prospectus or any form of prospectus or summary prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made, ) not misleading, (ii) any except to the extent, but only to the extent, that such untrue statement statements or alleged untrue statement omissions are based solely upon information regarding such Holder furnished in writing to the Corporation by such Holder expressly for use therein, which information was reasonably relied on by the Corporation for use therein or to the extent that such information relates to such Holder or such Holder’s proposed method of any material fact contained distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in any offering statement under which Registration Statement, such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular Prospectus or final offering circular contained therein, such form of Prospectus or in any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make . The Corporation shall notify the statements therein, in light Holders promptly of the circumstances under institution, threat or assertion of any Proceeding of which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation is aware in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred transactions contemplated by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Person.Annex A.

Indemnification by the Corporation. The Corporation shall agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each Conversion Holder, its membersthe trustees of any Holder, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and the investment advisers, each underwriter, broker manager or any other Person managers acting on behalf of such Conversion Holderany Holder with respect to the Registrable Securities, and each PersonPersons, if any, who Controls such Conversion HolderControl any of them, together with the membersand each of their respective Representatives (each, partnersan “Indemnitee”), officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses expenses, joint or several (including, without limitation, including reasonable attorneys’ feescosts of investigation and legal expenses) to which a Conversion Holder (“Losses”) arising out of or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) caused by any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such described herein or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities were registered and sold o under (as amended or supplemented if the Securities Act, Corporation shall have furnished any preliminary prospectus, final prospectus amendments or summary prospectus contained therein, or any amendment or supplement supplements thereto), or arising out of or based upon caused by 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, in light of the circumstances under in which they were made, not misleading, (ii) except insofar as such Losses arise out of or are caused by any such untrue statement or alleged omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or (iiib) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or omission Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or alleged omission made in Issuer Free Writing Prospectus could have been provided to such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation by any such Conversion Holder may otherwise have under this Agreement or on such Conversion Holder’s behalfotherwise. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion any Holder or any such Controlling Personindemnified party and shall survive the transfer of Registrable Securities by any Holder.

Indemnification by the Corporation. The Corporation shall agrees to indemnify and hold harmless each Conversion Holderharmless, its membersto the fullest extent permitted by law, partnersthe Trust, the Trustee, the officers, directors, managers, trustees, stockholders, employees, retained professionals, agents employees and investment advisers, each underwriter, broker manager or any other Person managers acting on behalf of such Conversion Holderthe Trust with respect to the Registrable Securities, and each PersonPersons, if any, who Controls such Conversion HolderControl any of them, together with the membersand each of their respective Representatives (each, partnersan “Indemnitee”), officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities (including amounts paid in settlement) and expenses expenses, joint or several (includingincluding reasonable costs of investigation and legal expenses) (“Losses”), without limitation, reasonable attorneys’ fees) to which a Conversion Holder arising out of or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) caused by any untrue statement or alleged untrue statement of any a material fact contained in any the registration statement under which such or any related prospectus or Issuer Free Writing Prospectus in each case relating to an offering or sale of the Registrable Securities were registered and sold o under (as amended or supplemented if the Securities Act, Corporation shall have furnished any preliminary prospectus, final prospectus amendments or summary prospectus contained therein, or any amendment or supplement supplements thereto), or arising out of or based upon caused by 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, in light of the circumstances under in which they were made, not misleading, (ii) except insofar as such Losses arise out of or are caused by any such untrue statement or alleged omission included or omitted in conformity with information furnished to the Corporation in writing by an Indemnitee or any Person acting on behalf of an Indemnitee expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (i) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the Trust that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or Issuer Free Writing Prospectus was provided to the Trust a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale Time, (iii) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any violation document then incorporated or alleged violation of the Securities Act deemed incorporated therein by reference) was not conveyed to such Person at or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case prior to the extent that Initial Sale Time and (iv) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such loss, claim, damage, liability Person as provided for in clause (or action or proceeding in respect thereofiii) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Personabove.

Indemnification by the Corporation. The Corporation shall indemnify and hold harmless harmless, to the full extent permitted by law, each Conversion Holder, its memberseach shareholder, partnersmember, limited or general partner of such Holder, each of their respective Affiliates, officers, directors, managers, trustees, stockholdersshareholders, employees, retained professionalsadvisors, and agents and investment adviserseach Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons, each underwriter, broker or any other Person on behalf of such Conversion Holder, from and each Person, if any, who Controls such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses expenses, joint or several (includingincluding reasonable costs of investigation and legal expenses) (each, without limitation, reasonable attorneys’ feesa “Loss” and collectively “Losses”) to which a Conversion Holder arising out of or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such Registrable Securities were are registered and or sold o under the Securities ActAct (including any final, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained therein, therein or any amendment thereof or supplement theretothereto or any documents incorporated by reference therein), or arising out of or based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made, ) not misleading; provided, (iithat no selling Holder shall be entitled to indemnification pursuant to this Section 3.9(a) in respect of any untrue statement or alleged untrue statement of any material fact omission contained in any offering statement under which information relating to such Qualifiable Securities were qualified and sold pursuant selling Holder furnished in writing by such selling Holder to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction specifically for inclusion in a Registration Statement and used by the Corporation in connection with conformity therewith (such registration statement or offering statementinformation, and “Selling Stockholder Information”). This indemnity shall be in addition to any liability the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalfmay otherwise have. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion such Holder or any indemnified party and shall survive the Transfer of such Controlling Personsecurities by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. The Corporation shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified parties.

Indemnification by the Corporation. The Corporation shall will indemnify and hold harmless each Conversion HolderPurchaser and its officers, its directors, members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionalsattorneys and agents, agents successors and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holderassigns, and each Personother person, if any, who Controls controls such Conversion Holder, together with Purchaser within the members, partners, meaning of the Securities Act or Section 20 of the Exchange Act (and its officers, directors, managerspartners, trustees, stockholders, members and employees, retained professionals, agents and investment advisers of such Controlling Person), against any losses, claims, damages, liabilities and expenses expenses, costs (including, without limitation, including reasonable attorneys’ attorney fees) or liabilities, joint or several, to which a Conversion Holder or any such indemnitees they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, expenses, costs or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary final prospectus contained therein, or form of prospectus or any amendment or supplement thereto, or arising out of or based upon any thereof; (ii) the omission or alleged omission to state therein in the Registration Statement, any preliminary prospectus or final prospectus contained therein, or form of prospectus or any amendment or supplement thereof, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or ; (iii) any violation or alleged violation by the Corporation or its agents of the Securities Act or any state securities laws law, or rules any rule or regulation thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement registration; or offering statement, and (iv) any failure to register or qualify the Registrable Securities included in any such Registration in any state where the Corporation or its agents has affirmatively undertaken or agreed in writing that the Corporation will undertake such registration or qualification on a Purchaser’s behalf, and will reimburse such Persons Purchaser, and each such officer, director or member and each such controlling person for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liabilitydamage, action liability or proceedingsaction; provided, however, that the Corporation shall will not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case if and to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder Purchaser or any such Controlling Personcontrolling person in writing specifically for use in such Registration Statement or Prospectus.

Indemnification by the Corporation. The Corporation shall indemnify and hold harmless each Conversion Holderor the County, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holderthe Corporation, as applicable, shall timely pay any Other Taxes to the relevant Governmental Authority and shall also, to the fullest extent permitted by law, indemnify the Bank and each PersonParticipant Bank, if anywithin thirty (30) days after demand therefor, who Controls for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Bank or any Participant Bank and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Conversion HolderIndemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Corporation shall not be obligated to indemnify the Bank for any penalties, together with interest or expenses relating to Indemnified Taxes or Other Taxes arising from the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents Bank’s negligence or willful misconduct. The Bank and investment advisers each Participant Bank agrees to give notice to the Corporation of the assertion of any claim against it relating to Indemnified Taxes and Other Taxes as promptly as reasonably practicable after being notified of such Controlling Person, against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation failure by the Bank or such Participant Bank to provide prompt notice shall not be liable to, affect the Bank’s or required to indemnify, any Conversion Holder such Participant Bank’s rights under this Section 10(h)(i) 2.9. A certificate stating in any reasonable detail the amount of such case to the extent that any such loss, claim, damage, payment or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished delivered to the Corporation and the County by the Bank or any such Conversion Holder Participant Bank shall be conclusive absent manifest error. In addition, the Corporation or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or the County, on behalf of a Conversion Holder the Corporation, as applicable, shall indemnify the Bank and each Participant Bank, within thirty (30) days after demand therefor, for any incremental Taxes that may become payable by the Bank or any such Controlling PersonParticipant Bank as a result of any failure of the Corporation or the County, on behalf of the Corporation, as applicable, to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Bank or any Participant Bank pursuant to clause (d), documentation evidencing the payment of Taxes.

Indemnification by the Corporation. The Except as provided in Section 5.04, the Corporation shall, and shall indemnify cause each of its Subsidiaries that is in the Corporation Group as of the Separation Date, to jointly and severally indemnify, defend and hold harmless the LLC, each Conversion Holder, its Person in the LLC Group and each of their respective members, partners, officersmanagers, directors, managers, trustees, stockholders, officers and employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Personof the heirs, if anyexecutors, who Controls such Conversion Holdersuccessors and assigns of any of the foregoing (collectively, together with the members"LLC Indemnitees"), partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any lossesand all Liabilities of the LLC Indemnitees relating to, claims, damages, liabilities arising out of or resulting from any of the following items without duplication and expenses (including, without limitation, reasonable attorneys’ feesany such Liabilities asserted by way of setoff, counterclaim or defense or enforcement of any Security Interest: (i) to which a Conversion Holder the failure of the Corporation or any such indemnitees may become subject under other Person in the Securities Act Corporation Group or otherwiseany other Person to pay, insofar as such losses, claims, damages, liabilities and expenses (perform or actions or proceedingsotherwise promptly discharge any Contributed Liabilities in accordance with their respective terms, whether commenced prior to or threatened, after the Separation Date; (ii) any material breach by the Corporation or any Person in respect thereof) arise out of, the Corporation Group of this Agreement or are based upon any Ancillary Agreement that does not contain its own indemnification provisions; (iiii) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, (or any amendment or supplement thereto) relating to such registration, including all documents incorporated therein by reference, or arising out of or based upon any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the IPO Registration Statement or Prospectus or any other document filed by the Corporation or any Person in the Corporation Group, including all documents incorporated therein by reference, with the Securities and Exchange Commission or otherwise used in connection with the IPO or the transactions contemplated thereby (collectively, the "IPO Documents"), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In connection with the foregoing, the Corporation shall, and shall cause each of its Subsidiaries that is in the Corporation Group as of the Separation Date, to jointly and severally indemnify, defend and hold harmless each LLC Indemnitee: (iiA) against any and all losses, liabilities, claims, damages, judgments and reasonable expenses whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, or of any other claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Corporation; and (B) against any material fact contained and all reasonable expense whatsoever, as incurred (including reasonable fees and disbursements of counsel) incurred in investigating, preparing or defending against any offering statement under which litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained thereinPerson is a party, or any amendment or supplement thereto, or arising out of or claim whatsoever based upon any omission such untrue 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 misleadingomission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; above. provided, however, that the Corporation shall indemnity contained in this subparagraph (iii) does not be liable toapply to any LLC Indemnitee with respect to any loss, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such lossliability, claim, damage, liability (or action or proceeding in respect thereof) judgment or expense arises to the extent arising out of or is based upon, an any untrue statement or alleged statement or omission or alleged omission made in such registration untrue statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement omission (A) made in reliance upon and in conformity with written information furnished to the Corporation by such LLC Indemnitee expressly for use in an IPO Document or (B) if such untrue statement or omission or alleged untrue statement or omission was corrected in an amended or supplemented registration statement or prospectus and the Corporation had furnished copies thereof to the LLC Indemnitee from which the Person asserting such loss, liability, claim, damage, judgment or expense purchased the securities that are the subject thereof on a timely basis prior to the date of sale by such LLC Indemnitee to such Person. Notwithstanding anything to the contrary herein, in no event will any such Conversion Holder LLC Indemnitee have the right to seek indemnification from any Person in the Corporation Group with respect to any claim or on such Conversion Holder’s behalf. The indemnity contained demand against any Person in this Section 10(h)(i) shall remain in full force and effect regardless the LLC Group for the satisfaction of any investigation made by or on behalf of a Conversion Holder or any such Controlling Personthe Excluded Liabilities.

Indemnification by the Corporation. The In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law, the Corporation shall will, and hereby does, indemnify and hold harmless each Conversion Holderholder, its members, partners, directors and officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf who participates as an underwriter in the offering or sale of such Conversion Holder, securities and each other Person, if any, who Controls controls each holder or any such Conversion Holder, together with underwriter within the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers meaning of such Controlling Personthe Securities Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder each holder or any such indemnitees director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse the holders and each such Persons director, officer, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsproceeding; provided, however, provided that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by the holders, and provided further that the Corporation 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 underwriter within the meaning of the Securities Act, in any such Conversion Holder case to the extent that any such loss, claim, damage, liability (or on action or proceeding in respect thereof) or expense arises out of such Conversion Holder’s behalfPerson's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus and such delivery would have mitigated liability. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder the holders or any such Controlling Persondirector, officer, underwriter or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities of the Corporation shall under the Securities Act pursuant to Section 2.1 or 2.2, the Corporation will, and hereby does, indemnify and hold harmless each Conversion HolderInvestor, its members, partners, directors and officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, underwriter and each other Person, if any, who Controls controls any Investor or any such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Personunderwriter, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder any Investor or any such indemnitees director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, Act or any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission omissions 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 in which they were made, made not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse each Investor, and each such Persons director, officer, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, claim or liability or action or proceedingsproceeding in respect thereof; provided, however, provided that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out at of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on behalf of any investor or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; and provided, further, that the Corporation shall not be liable in any case to the extent that such Conversion Holder’s behalfloss, claim, damage, liability or expense arises out of an untrue or alleged untrue statement or omission or alleged omission in a prospectus, if such statement or omission is corrected in an amendment or supplement to the prospectus and the Investor thereafter fails to deliver such prospectus as amended or supplemented prior to or concurrently with the sale of the Registrable Securities. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder any Investor, or any such Controlling Persondirector, officer or controlling person and shall survive the transfer of such securities by the Investor.

Indemnification by the Corporation. The Corporation shall indemnify shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless (i) each Conversion Holder, its partners, members, partnersmanagers, stockholders, Affiliates, and the directors, officers, directorsemployees and agents of each of the foregoing, (ii) each Person who controls any such Holder (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act), the partners, members, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, Affiliates of each underwriter, broker or any other Person on behalf of such Conversion Holdercontrolling Person, and each Person, if any, who Controls such Conversion Holder, together with the members, partnersdirectors, officers, directorsemployees and agents of each of the foregoing, managerscollectively, trustees“Holder Covered Persons”), stockholdersto the fullest extent permitted by applicable law, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, claims, damages, liabilities and expenses liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedingscollectively, whether commenced or threatened“Damages”), in respect thereof) as incurred, that arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities ActRegistration Statement, any preliminary prospectus, final Prospectus or any form of prospectus or summary prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or based upon relating to 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 any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made, ) not misleading, except to the extent that, (iiA) any such untrue statement statements, alleged untrue statements, omissions or alleged untrue statement of any material fact contained omissions are based solely upon information regarding such Holder furnished in any offering statement under which writing to the Corporation by such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or arising out (B) in the case 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 an occurrence of an event of the circumstances under which they were madetype specified in Section 4(a)(3)(E)-(G), not misleading, related to the use by a Holder of an outdated or (iii) any violation defective Prospectus after the Corporation has notified such Holder in writing that the Prospectus is outdated or alleged violation defective and prior to the receipt by such Holder of the Securities Act Advice contemplated and defined in Section 4(c)(2). The Corporation shall notify the Holders promptly of the institution, threat or state securities laws assertion of any proceeding arising from or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the transactions contemplated by this Agreement of which the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalfaware. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Personan Indemnified Party (as defined in Section 6(c)) and shall survive the transfer of the Registrable Securities by the Holders.

Indemnification by the Corporation. The Corporation shall agrees to indemnify and hold harmless each Conversion Holder, Selling Holder and its members, partners, Affiliates and their respective officers, directors, partners, shareholders, members, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, representatives and each Person, Person (if any, who Controls such Conversion Holder, together with ) which controls a Selling Holder within the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers meaning of such either Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Controlling Person, “) from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder arising out of or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under Registration Statement or prospectus relating to the Securities Act, Registration Shares or any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, to such Registration Statement or arising out of or based upon prospectus; (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or ; (iii) any violation or alleged violation by the Corporation of the Securities Act, the Exchange Act or any state securities laws Law or rules thereunder (iv) any failure to register or qualify the Registration Shares in any state where the Corporation or its agents have affirmatively undertaken or agreed in writing that the Corporation (the undertaking of any underwriter being attributed to the Corporation) will undertake such registration or qualification on the Selling Holder’s behalf (provided that in such instance the Corporation shall not be so liable if it has undertaken its commercially reasonable efforts to so register or qualify the Registration Shares), or any blue sky application or other document executed by the Corporation specifically for that relate to any action purpose or inaction based upon written information furnished by the Corporation filed in connection with any state or other jurisdiction in order to qualify any or all of the Registration Shares under the securities Laws thereof, except insofar as such registration statement losses, claims, damages or offering statement, and liabilities are caused by or based upon information furnished in writing to the Corporation will reimburse by or on behalf of such Persons Selling Holder or Controlling Person expressly for any reasonable legal use therein or by such Selling Holder’s failure to deliver a copy of the Registration Statement or prospectus or any other expenses reasonably incurred by any amendments or supplements thereto after the Corporation has furnished the Selling Holder with copies of them in connection with investigating or defending any the same, which failure creates liability for such loss, claim, liability, action or proceedingsSelling Holder under applicable securities Laws; provided, however, that the Corporation shall not be liable to, or required have no obligation to indemnify, any Conversion Holder indemnify under this Section 10(h)(i) in any such case sentence to the extent that any such losslosses, claimclaims, damagedamages or liabilities have been finally and non-appealably determined by a court to have resulted from such Selling Holder’s willful misconduct or gross negligence. The Corporation also agrees to indemnify any underwriters of the Registration Shares, liability (their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 3.3(a), except insofar as such losses, claims, damages or action liabilities are caused by or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, upon any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written specific information furnished in writing to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or such underwriter expressly for use therein; provided, however, that the Corporation shall have no obligation to indemnify under this sentence to the extent any such Controlling Personlosses, claims, damages or liabilities have been finally and non-appealably determined by a court to have resulted from any such underwriter’s willful misconduct or gross negligence.

Indemnification by the Corporation. The Corporation shall indemnify shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Conversion (I) the Holder, its partners, members, partnersmanagers, stockholders, Affiliates, and the directors, officers, directorsemployees and agents of each of the foregoing, (II) each Person who controls the Holder (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act), the partners, members, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, Affiliates of each underwriter, broker or any other Person on behalf of such Conversion Holdercontrolling Person, and each Person, if any, who Controls such Conversion Holder, together with the members, partnersdirectors, officers, directorsemployees and agents of each of the foregoing, managers(collectively, trustees“Holder Covered Persons”), stockholdersto the fullest extent permitted by applicable law, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, claims, damages, liabilities and expenses liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedingscollectively, whether commenced or threatened“Damages”), in respect thereof) as incurred, that arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities ActRegistration Statement, any preliminary prospectus, final Prospectus or any form of prospectus or summary prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or based upon relating to 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 any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made, ) not misleading, except to the extent that, (iiA) any such untrue statement statements, alleged untrue statements, omissions or alleged untrue statement of any material fact contained omissions are based solely upon information regarding such Holder furnished in any offering statement under which writing to the Corporation by such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or arising out (B) in the case 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 an occurrence of an event of the circumstances under which they were madetype specified in Section 3(a)(3)(E)-(G), not misleading, related to the use by a Holder of an outdated or (iii) any violation defective Prospectus after the Corporation has notified such Holder in writing that the Prospectus is outdated or alleged violation defective and prior to the receipt by such Holder of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation Advice contemplated and defined in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Person.9(j)

Indemnification by the Corporation. The In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law, the Corporation shall will, and hereby does, indemnify and hold harmless each Conversion HolderPurchaser, its members, partners, directors and officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf who participates as an underwriter in the offering or sale of such Conversion Holder, securities and each other Person, if any, who Controls controls each Purchaser or any such Conversion Holder, together with underwriter within the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers meaning of such Controlling Personthe Securities Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder each Purchaser or any such indemnitees director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse the Purchasers and each such Persons director, officer, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsproceeding; provided, however, provided that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by the Purchasers, and provided further that the Corporation 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 underwriter within the meaning of the Securities Act, in any such Conversion Holder case to the extent that any such loss, claim, damage, liability (or on action or proceeding in respect thereof) or expense arises out of such Conversion Holder’s behalfPerson's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus and such delivery would have mitigated liability. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder the Purchasers or any such Controlling Persondirector, officer, underwriter or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Corporation. The Corporation shall will indemnify ---------------------------------- and hold harmless harmless, to the fullest extent permitted by law, each Conversion HolderStockholder owning Registrable Securities registered pursuant to this Agreement, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisersemployees, each underwriter, broker person who controls such Stockholder (within the meaning of Section 15 of the Securities Act or any other Person on behalf Section 20 of such Conversion Holder, the Exchange Act) and each Person, if any, who Controls such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers employees of any such Controlling Personcontrolling person, from and against any all losses, claims, damages, liabilities liabilities, costs (including without limitation the costs of investigation and attorneys' fees) and expenses (includingcollectively, without limitation"Losses"), reasonable attorneys’ fees) to which a Conversion Holder as incurred, arising out of or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities ActRegistration Statement, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) except insofar as the same are based solely upon information furnished in writing to the Corporation by or on behalf of such Stockholder expressly for use therein; provided, -------- however, that the Corporation will not be liable to any Stockholder to the ------- extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in any preliminary prospectus if either (i) (A) such registration Stockholder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Stockholder of a Registrable Security to the person asserting the claim from which such Losses arise and (B) the Prospectus would have completely corrected such untrue statement or offering statementalleged untrue statement or such omission or alleged omission, any or (ii) such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, untrue statement or alleged untrue statement or such omission or alleged omission is completely corrected in an amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made Prospectus previously furnished by or on behalf of the Corporation, such Stockholder was furnished with copies of the Prospectus as so amended or supplemented, and such Stockholder thereafter failed to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of a Conversion Holder or any Registrable Security to the person asserting the claim from which such Controlling PersonLosses arise.

Indemnification by the Corporation. The In the event of any registration of any securities of the Corporation shall under the 1933 Act pursuant to subsection (b) or (c) of this Section, the Corporation will, and hereby does, indemnify and hold harmless each Conversion HolderPurchaser, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, officers and agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, if any, who Controls controls Purchaser within the meaning of paragraph 15 of the 1933 Act (Purchaser and such Conversion Holderother Persons, together with the memberscollectively, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person“Purchaser Covered Persons”), against any and all out-of-pocket losses, claims, damages, liabilities and expenses (including, without limitation, including reasonable attorneys’ feesfees and expenses) to which a Conversion Holder or any actually incurred by such indemnitees may become subject Purchaser Covered Person under the Securities Act 1933 Act, common law or otherwiseotherwise (collectively, insofar as “Damages”), to the extent that such losses, claims, damages, liabilities and expenses Damages (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of, of or are based upon result from (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such Registrable Securities securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus 1933 Act or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iiiii) any violation untrue statement or alleged violation untrue statement of a material fact contained in any preliminary Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Corporation shall have filed with the SEC any amendment thereof or supplement thereto), if used prior to the effective date of such Registration Statement, or contained in the Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Corporation shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statementcircumstances under which they were made, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsnot misleading; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) Purchaser Covered Person in any such case to the extent that any such loss, claim, damage, liability Damage (or action or proceeding in respect thereof) or expense arises out of or is based upon, an relates to any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement Registration Statement or offering statement, amendment thereof or supplement thereto or in any such preliminary prospectus, preliminary offering circularpreliminary, final prospectus, final offering circular or summary prospectus, amendment or supplement Prospectus in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Purchaser Covered Person, specifically for use in the preparation thereof.

Indemnification by the Corporation. The In the event of any registration of any securities of the Corporation shall under the Securities Act, the Corporation will, and hereby does, indemnify and hold harmless harmless, in the case of any registration statement filed pursuant to this Agreement, each Conversion Holderseller of any Registrable Securities covered by such registration statement, its membersdirectors, officers, partners, officers, directors, managers, trustees, stockholders, employees, retained professionalsmembers, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, affiliates and each other Person, if any, who Controls controls such Conversion Holder, together with seller within the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers meaning of such Controlling Personthe Securities Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder such seller or any such indemnitees Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances under in which they were made, made not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant and, subject to Regulation A promulgated under the Securities ActSection 2.7(c), any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse any Holder, such Persons seller, and each such director, officer, partner, member, agent, or affiliate and controlling Person for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsproceeding; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation through an instrument duly executed by any such Conversion Holder or on behalf of such Conversion Holder’s behalfseller or such controlling person, as the case may be, specifically stating that it is for use in the preparation thereof. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder any Holder, such seller, or any such Controlling Persondirector, officer, partner, agent or affiliate or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Corporation. The Corporation shall shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Conversion Holder, its members, partners, the officers, directors, managersagents, trusteesbrokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), stockholders, employees, retained professionals, agents investment advisors and investment advisersemployees of each of them, each underwriter, broker Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or any other Person on behalf Section 20 of such Conversion Holder, the Exchange Act) and each Person, if any, who Controls such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers employees of each such Controlling controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses liabilities, costs (including, without limitation, reasonable costs of preparation and attorneys’ ' fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (collectively, "LOSSES"), as incurred, arising out of or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) relating to any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities ActRegistration Statement, any preliminary prospectus, final Prospectus or any form of prospectus or summary prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made, ) not misleading, (ii) any except to the extent, but only to the extent, that such untrue statement statements or alleged untrue statement of any material fact contained omissions are based solely upon information regarding such Holder furnished in any offering statement under which writing to the Corporation by such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained Holder expressly for use therein, which information was reasonably relied on by the Corporation for use therein or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make . The Corporation shall notify the statements therein, in light Holders promptly of the circumstances under institution, threat or assertion of any Proceeding of which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation is aware in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred transactions contemplated by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling PersonAgreement.

Indemnification by the Corporation. The Corporation shall agrees to indemnify and hold harmless each Conversion HolderStockholder holding Registrable Securities covered by a registration statement, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents members and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holderagents, and each Personperson, if any, who Controls controls such Conversion Holder, together with Stockholder within the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and investment advisers of such Controlling Person, against any and all losses, claims, damages, damages and liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) caused by any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such or prospectus relating to the Registrable Securities were registered and sold o under (as amended or supplemented if the Securities Act, Corporation shall have furnished any amendments or supplements thereto) or any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Corporation by such Stockholder or on such Stockholder's behalf expressly for use therein; provided that with respect to any untrue statement or omission or alleged untrue statement of or omission made in any material fact preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation this paragraph shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case apply to the extent that any such loss, claim, damage, liability or expense results from the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such person if it is determined that the Corporation has provided such prospectus and it was the responsibility of such Stockholder to provide such person with a current copy of the prospectus (or action such amended or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary supplemented prospectus, preliminary offering circular, final as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, final offering circular summary prospectusas the case may be) would have cured the defect giving rise to such loss, amendment claim, damage, liability or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalfexpense. The indemnity contained Corporation also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Person5.06.

Indemnification by the Corporation. The Corporation shall indemnify and hold harmless each Conversion Holder, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holderthe Holders, and each Personperson, if any, who Controls controls any such Conversion HolderHolders within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any lossesloss, claimsclaim, damagesdamage, liabilities and expenses liability or expense whatsoever as incurred (including, without limitation, including but not limited to reasonable attorneys’ fees) fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which a Conversion Holder they or any such indemnitees of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as any such lossesloss, claimsclaim, damagesdamage, liabilities and expenses liability or expense (or actions or proceedings, whether commenced or threatened, action in respect thereof) arise arises out of, or are is based upon (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto of supplement theretothereof, or arising arises out of of, or is based upon any upon, the omission or alleged omission to state therein a any 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, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) such indemnified party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of of, or is based upon, an any such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement therein in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or such indemnified party specifically for use therein; and provided further, however, that the Corporation shall not be liable to any such Controlling Personindemnified party in any such case to the extent that such loss, claim, damage, liability or expense arises from an offer or sale by the Holders of Registrable Securities during a Suspension Period, if such indemnified party received from the Corporation a notice of the commencement of such Suspension Period prior to the making of such offer or sale. The foregoing indemnity agreement is in addition to any liability that the Corporation may otherwise have to any indemnified party. The Corporation shall not be liable under this Section 5(a) for any settlement of any action effected without its written consent, which shall not be unreasonably withheld, provided, however, that with respect to actions pursuant to clauses (1), (2) and (3) of Section 5(c), no such consent shall be required.

Indemnification by the Corporation. The In the event of any registration of any securities of the Corporation shall under the 1933 Act pursuant to subsection (b) or (c) of this Section, the Corporation will, and hereby does, indemnify and hold harmless each Conversion HolderPurchaser, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, officers and agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, if any, who Controls controls such Conversion HolderPurchaser within the meaning of paragraph 15 of the 1933 Act (Purchaser and such other Persons, together with the memberscollectively, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person“Purchaser Covered Persons”), against any and all out-of-pocket losses, claims, damages, liabilities and expenses (including, without limitation, including reasonable attorneys’ feesfees and expenses) to which a Conversion Holder or any actually incurred by such indemnitees may become subject Purchaser Covered Person under the Securities Act 1933 Act, common law or otherwiseotherwise (collectively, insofar as “Damages”), to the extent that such losses, claims, damages, liabilities and expenses Damages (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of, of or are based upon result from (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such Registrable Securities securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus 1933 Act or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iiiii) any violation untrue statement or alleged violation untrue statement of a material fact contained in any preliminary Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Corporation shall have filed with the SEC any amendment thereof or supplement thereto), if used prior to the effective date of such Registration Statement, or contained in the Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Corporation shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statementcircumstances under which they were made, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsnot misleading; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) Purchaser Covered Person in any such case to the extent that any such loss, claim, damage, liability Damage (or action or proceeding in respect thereof) or expense arises out of or is based upon, an relates to any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement Registration Statement or offering statement, amendment thereof or supplement thereto or in any such preliminary prospectus, preliminary offering circularpreliminary, final prospectus, final offering circular or summary prospectus, amendment or supplement Prospectus in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Purchaser Covered Person, specifically for use in the preparation thereof.

Indemnification by the Corporation. The In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law, the Corporation shall will, and hereby does, indemnify and hold harmless each Conversion HolderPurchaser, its members, partners, directors and officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf who participates as an underwriter in the offering or sale of such Conversion Holder, securities and each other Person, if any, who Controls controls each Purchaser or any such Conversion Holder, together with underwriter within the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers meaning of such Controlling Personthe Securities Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder each Purchaser or any such indemnitees director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse the Purchaser and each such Persons director, officer, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsproceeding; provided, however, provided that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by the Purchaser, and provided further that the Corporation 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 underwriter within the meaning of the Securities Act, in any such Conversion Holder case to the extent that any such loss, claim, damage, liability (or on action or proceeding in respect thereof) or expense arises out of such Conversion Holder’s behalfPerson's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus and such delivery would have mitigated liability. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder the Purchaser or any 16 such Controlling Persondirector, officer, underwriter or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities of the Corporation shall under the Securities Act pursuant to Section 2.1 or 2.2, the Corporation will, and hereby does, indemnify and hold harmless harmless, each Conversion HolderInvestor, its members, partners, directors and officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, underwriter and each other Person, if any, who Controls controls any Investor or any such Conversion Holderunderwriter, together with the members(each, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, an "Indemnified Party") against any losses, claims, damagesdamages or liabilities, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees Indemnified Party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, Act or any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission omissions 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 in which they were made, made not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons each Indemnified Party for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, claim or liability or action or proceedingsproceeding in respect thereof; provided, however, provided that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to an Indemnified Party to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on behalf of such Conversion Holder’s behalfIndemnified Party, specifically stating that it is for use in the preparation thereof; and provided, further, that the Corporation shall not be liable in any case to the extent that such loss, claim, damage, liability or expense arises out of an untrue or alleged untrue statement or omission or alleged omission in a prospectus, if such statement or omission is corrected in an amendment or supplement to the prospectus and the Investor thereafter fails to deliver such prospectus as amended or supplemented prior to or concurrently with the sale of the Registrable Securities. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any Indemnified Party and shall survive the transfer of such Controlling Personsecurities by the Investor.

Indemnification by the Corporation. The Corporation shall agrees to ---------------------------------- indemnify and hold harmless harmless, to the full extent permitted by law, each Conversion HolderSelling Shareholder, its members, partnersdirectors, officers, employees and agents (and the directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, if any, who Controls such Conversion Holder, together with the members, partners, officers, directorsemployees and agents thereof) and each other person or entity who controls the Selling Shareholder within the meaning of the Securities Act (collectively, managers, trustees, stockholders, employees, retained professionals, agents the "Selling Shareholder Indemnitees" and investment advisers of such Controlling Person, individually a "Selling ------- ----------------------- ------- Shareholder Indemnitee") against any all losses, claims, damages, liabilities and expenses ---------------------- expenses, joint or several (includingincluding reasonable fees of counsel and any amounts paid in settlement effected with the Corporation's consent, without limitationwhich consent shall not be unreasonably withheld), reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees Selling Shareholder Indemnitee may become subject under the Securities Act Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities and or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of), or are based upon caused by (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under in which such Qualified Registrable Securities were registered and sold o under included or the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) any untrue statement or alleged untrue statement of any a material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under preliminary, final or summary prospectus, together with the Securities Act, any preliminary offering circular documents incorporated by reference therein (as amended or final offering circular contained therein, or supplemented if the Corporation shall have filed with the Commission any amendment or supplement theretosupplement), or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate of any federal, state or common law rule or regulation applicable to any the Corporation and relating to action of or inaction by the Corporation in connection with such any registration statement or offering statement, ; and in each case the Corporation will reimburse such Persons each Selling Shareholder Indemnitee for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceedingsproceeding; provided, however, that the -------- ---- Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) such Selling Shareholder Indemnitee in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding proceeding, whether commenced or threatened, in respect thereof) or expense arises out of or is based upon, an upon any untrue statement or alleged untrue statement or omission or alleged omission made in such the registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity behalf of any Selling Shareholder relating to a Selling Shareholder for use in the preparation thereof; and provided further that the -------- ------- ---- Corporation shall not be liable to any Selling Shareholder Indemnitee with respect to any preliminary prospectus to the extent that any loss, claim, damage, liability or expense of the Selling Shareholder Indemnitee results from the fact that a Selling Shareholder sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of the sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Corporation has previously furnished copies thereof to the Selling Shareholder in compliance with Section 3 of this Agreement and the loss, claim, damage, liability or --------- expense of the Selling Shareholder Indemnitee results from an untrue statement or omission of a material fact contained in this Section 10(h)(i) such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any Selling Shareholder and shall survive the transfer of such Controlling Personsecurities by any Selling Shareholder.

Indemnification by the Corporation. The Corporation shall shall, and it hereby does, indemnify and hold harmless harmless, to the fullest extent permitted by law, each Conversion HolderStockholder, its members, partners, respective officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, if any, who Controls such Conversion Holder, together with the members, partners, officers, directorsmembers, managers, trustees, stockholders, employees, retained professionals, agents stockholders and investment advisers employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Controlling Person, Persons from and against any and all losses, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and reasonable legal expenses or other reasonable expenses actually incurred thereby in connection with investigating or defending any claim or proceeding resulting therefrom) (includingeach, without limitation, reasonable attorneys’ feesa “Loss” and collectively “Losses”) to which a Conversion Holder arising out of or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such Registrable Securities were are registered and or sold o under the Securities ActAct (including any final, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained therein, therein or any amendment thereof or supplement theretothereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Corporation or any of its subsidiaries including any report and other document filed under the Exchange Act, or arising out of or based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made, ) not misleading; provided, (ii) that a Stockholder shall not be entitled to indemnification pursuant to this Section 8.1 in respect of any untrue statement or alleged untrue statement of any material fact omission contained in any offering statement under which information furnished in writing by such Qualifiable Securities were qualified and sold pursuant Stockholder to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission Corporation specifically for inclusion in a Registration Statement that has not been corrected in a subsequent writing prior to state therein a material fact required to be stated therein or necessary to make the statements therein, in light sale of the circumstances under which they were made, not misleading, Registrable Securities to the Person asserting the claim or (iii) any violation or alleged violation by the Corporation (or any of its agents or Affiliates) of the Securities Act or Act, the Exchange Act, any state securities laws law, or rules thereunder by any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. This indemnity shall be in addition to any liability the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalfmay otherwise have. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion such Holder or any indemnified party and shall survive the Transfer of such Controlling Personsecurities by any Stockholder. The Corporation shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities of the Corporation shall under the Securities Act pursuant to this Article II, the Corporation will, and it hereby does, indemnify and hold harmless each Conversion Holderharmless, its membersto the extent permitted by law, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisersa Registering Covered Person, each underwriter, broker or any other Person on behalf affiliate of such Conversion HolderRegistering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each Personother person, if any, who Controls controls such Conversion Holderseller within the meaning of the Securities Act (collectively, together with the members“Indemnified Parties”), partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, claims, damages, damages and liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder legal fees and other expenses incurred in connection with any suit, action or proceeding or any such indemnitees may become subject under the Securities Act or otherwiseclaim asserted, insofar as such losses, claims, damages, liabilities fees and expenses (are incurred), joint or actions or proceedingsseveral, whether commenced or threatened, in respect thereof) that arise out of, or are based upon upon, (i1) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circularany free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, final prospectus, final offering circular summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Corporation by any with respect to such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder seller or any such Controlling Personunderwriter specifically for use in the preparation thereof.

Indemnification by the Corporation. The In the event of any registration of any Registration Stock under the Securities Act, the Corporation shall shall, and hereby does, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 5, each Conversion HolderSubscriber, its members, partners, directors and officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker other person who participates as an underwriter in the offering or any other Person on behalf sale of such Conversion Holder, Registration Shares and each Personother person, if any, who Controls controls such Conversion Holder, together with seller or any such underwriter within the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers meaning of such Controlling PersonSection 15 of the Securities Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder the Subscriber or any such indemnitees director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were the Registration Stock was registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances under in which they were made, made not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will shall reimburse the Subscriber, and each such Persons director, officer, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsproceeding; provided, however, provided that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder the Subscriber or such underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; and provided further that the Corporation shall not be liable to any Person who participates as an underwriter in the offering or sale of Registration Stock or any other Person, if any, who controls such Controlling Personunderwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Persons' failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registration Stock to such person if such statement or omission was corrected in such final prospectus.

Indemnification by the Corporation. The 11.1 In connection with the Offering, the Corporation shall agrees to indemnify and hold save harmless each Conversion Holderthe Agents and the investment dealers forming the syndicate in respect of the Offering (collectively, its membersthe "Selling Agents"), their respective affiliates, and their respective directors, officers, employees, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisersadvisors (collectively, each underwriterthe "Indemnified Parties" and individually, broker or any other Person on behalf of such Conversion Holder, an "Indemnified Party") from and each Person, if any, who Controls such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, against any lossesand all losses (except loss of profit), claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the "Claims") to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the Offering whether performed before or after execution of this Agreement, including, without limitation, reasonable attorneys’ fees) in connection with Claims relating to which a Conversion Holder or any such indemnitees may become subject under arising from the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses following: (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (ia) any untrue information or statement (except any information or alleged untrue statement of any material fact relating solely to or provided by the Selling Agents) contained in the Offering Documents or to the extent applicable, any registration statement information contained in the documents prepared in connection with the Offering, which at the time and in light of the circumstances under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus it was made contains or summary prospectus contained therein, is alleged to contain a misrepresentation or any amendment or supplement thereto, or arising out of or based upon any omission or any alleged omission to state therein a material any fact or information (except facts or information relating solely to the Selling Agents and provided by the Selling Agents) required to be stated therein or necessary to make any of the statements therein, therein not misleading in light of the circumstances under in which they were are made, not misleading, ; (iib) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a in any certificate of the Corporation or of any officers of the Corporation delivered in connection with the Offering any material fact (except facts or information relating solely to the Selling Agents and provided by the Selling Agents) 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 (iii) any violation where such omission or alleged violation of omission constitutes or is alleged to constitute a misrepresentation; (c) the threat by any securities regulatory authority, stock exchange or by any other competent authority, based upon any misrepresentation (as defined in the Securities Act (Ontario)) or state alleged misrepresentation (except a misrepresentation relating solely to the Selling Agents and provided by the Selling Agents) in the Offering Documents (except any document or material delivered or filed solely by the Agents) based upon any failure or alleged failure to comply with applicable securities laws (other than any failure or rules thereunder alleged failure to comply by the Selling Agents) preventing and restricting the trading in or the sale of the Shares; (d) the non-compliance or alleged non-compliance by the Corporation that relate with any material requirement of applicable securities laws, including the Corporation's non-compliance with any statutory requirement to make any action document available for inspection; or (e) a material breach of any representation, warranty or inaction by covenant of the Corporation contained in connection the Agency Agreement or the failure of the Corporation to comply in all material respects with such registration statement or offering statementany of its obligations hereunder, and the Corporation will further agrees to reimburse such Persons each Indemnified Party forthwith upon demand for any reasonable legal or any other expenses reasonably incurred by any of them such Indemnified Party in connection with investigating any Claim. 11.2 The Corporation also agrees that no Indemnified Party shall have any liability (either direct or defending any such lossindirect, claim, liability, action in contract or proceedings; provided, however, that tort or otherwise) to the Corporation shall not be liable toor any person asserting Claims on the Corporation's behalf or in right for or in connection with the Offering, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case except to the extent that any losses, expenses, Claims, actions, damages or liabilities incurred by the Corporation are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted from the Indemnified Party's breach of this Agreement, or the gross negligence, wilful misconduct, or fraud of such lossIndemnified Party. 11.3 In the event and to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable determines that an Indemnified Party breached this Agreement, claim, damage, liability (or action was grossly negligent or proceeding guilty of wilful misconduct or fraud in connection with a Claim in respect thereof) or expense arises out of or is based uponwhich the Corporation has advanced funds to the Indemnified Party pursuant to this indemnity, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished funds shall be reimbursed to the Corporation by and thereafter this indemnity shall not apply to such Indemnified Party in respect of such Claim. 11.4 The Corporation agrees to waive any such Conversion Holder right the Corporation might have of first requiring the Indemnified Party to proceed against or on such Conversion Holder’s behalf. The indemnity contained in enforce any other right, power, remedy or security or claim payment from any other person before claiming this Section 10(h)(i) shall remain in full force and effect regardless indemnity. 11.5 In case any action, suit, proceeding or Claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation made by in respect of which indemnity may be sought against the Corporation, the Indemnified Party will give the Corporation prompt written notice of any such action, suit, proceeding, Claim or investigation of which the Indemnified Party has knowledge and the Corporation will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all reasonable fees and out-of-pocket expenses. Failure by the Indemnified Party to so notify shall not relieve the Corporation of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Corporation of substantive rights or defences or to the extent that the Corporation is materially prejudiced thereby. 11.6 No admission of liability and no settlement, compromise or termination of any action, suit, proceeding, Claim, or investigation shall be made without the Corporation's consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld. 11.7 Notwithstanding that the Corporation will undertake the investigation and defence of any Claim, an Indemnified Party will have the right to employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless: (a) employment of such counsel has been authorized in writing by the Corporation; (b) the Corporation has not assumed the defence of the action within a Conversion Holder reasonable period of time after receiving notice of the Claim; (c) the named parties to any such Claim include both the Corporation and the Indemnified Party and the Indemnified Party shall have been advised by counsel in writing that there may be a conflict of interest between the Corporation and the Indemnified Party; or (d) the Indemnified Party has been advised in writing by counsel that there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Corporation, which makes representation by the same counsel inappropriate. 11.8 The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise. 11.9 If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or insufficient to hold them harmless, the Corporation will contribute to the amount paid or payable by the Indemnified Parties as a result of such Controlling PersonClaims in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Indemnified Parties on the other, but also the relative fault of the parties and other equitable considerations which may be relevant. Notwithstanding the foregoing, the Corporation will in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any excess of such amount over the amount of the fees actually received by the Indemnified Parties hereunder in which case such fees and expenses will be for the Corporation's account. 11.10 The Corporation hereby acknowledges the Agents as trustee for each of the other Indemnified Parties of the Corporation's covenants under this indemnity with respect to such persons and the Agents agrees to accept such trust and to hold and enforce such covenants on behalf of such persons. 11.11 The Corporation agrees that if any action, suit, proceeding or Claim shall be brought against, or an investigation has been commenced in respect of, the Corporation or the Corporation and a Selling Agents, and personnel of such Selling Agent shall be required to testify, participate or respond in respect of or in connection with the Offering, the Corporation will reimburse the Selling Agent monthly for the time spent by its personnel in connection therewith at reasonable per diem rates together with such fees and disbursements and reasonable out-of-pocket expenses as may be incurred.

Indemnification by the Corporation. The Subject to the conditions set forth below, in connection with any registration of Securities pursuant to Section 1 above, the Corporation shall agrees to indemnify and hold harmless each Conversion Holder, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisersyou, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, person. if any, who Controls such Conversion Holder, together with controls you within the members, partners, meaning of Section 15 of the U.S. Securities Act and your officers, directorsdirectors and agents as follows: (a) Against any and all loss, managersclaim, trustees, stockholders, employees, retained professionals, agents damage and investment advisers of such Controlling Person, against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or expense whatsoever arising out of or based upon (including but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), the Registration Statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by the Corporation or based upon written information furnished by the Corporation filed in any jurisdiction in order to qualify the Corporation's securities under the securities laws thereof; or the omission 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, therein not misleading; or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by the Corporation in the course of preparing, (ii) any untrue statement filing, or alleged untrue statement of any material fact implementing the Registration Statement; provided however, that the indemnity contained in this subsection (a) shall not apply to a holder of Registrable Securities with respect to any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Actloss, any preliminary offering circular claim, damage, liability or final offering circular contained therein, or any amendment or supplement thereto, or action arising out of or based upon any omission untrue or alleged omission to state therein a material fact 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 (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written any information furnished in writing to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder such holder expressly for use in connection therewith or arising out of any action or inaction of any such holder; (b) Subject to the proviso contained in subsection (a) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened or of any claim whatsoever based upon any such untrue statement or omission or any such Controlling Personalleged untrue statement or omission (including but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of the Corporation. (c) The Corporation shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if the Corporation elects to assume the defense, such defense shall be conducted by counsel chosen by it provided that such counsel is reasonably satisfactory to you and any other holders of Registrable Securities or controlling persons who are defendants in any suit so brought. In the event the Corporation elects to assume the defense of any such suit and retain such counsel, such holders or controlling persons shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them as well as any other expenses thereafter incurred by them in connection with the defense thereof unless, in the reasonable opinion of such holders or controlling persons, separate representation is advisable because of conflict in the interests of the parties, in which case the Corporation shall continue to pay the fees of such counsel.

Indemnification by the Corporation. The Corporation shall agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each Conversion Holder, its membersthe trustees of any Holder, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and the investment advisers, each underwriter, broker manager or any other Person managers acting on behalf of such Conversion Holderany Holder with respect to the Registrable Securities, and each PersonPersons, if any, who Controls such Conversion HolderControl any of them, together with the membersand each of their respective Representatives (each, partnersan “Indemnitee”), officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses expenses, joint or several (including, without limitation, including reasonable attorneys’ feescosts of investigation and legal expenses) to which a Conversion Holder (“Losses”) arising out of or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) caused by any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such described herein or any related prospectus or Issuer Free Writing Prospectus relating to the Registrable Securities were registered and sold o under (as amended or supplemented if the Securities Act, Corporation shall have furnished any preliminary prospectus, final prospectus amendments or summary prospectus contained therein, or any amendment or supplement supplements thereto), or arising out of or based upon caused by 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, in light of the circumstances under in which they were made, not misleading, (ii) except insofar as such Losses arise out of or are caused by any such untrue statement or alleged omission included or omitted in conformity with information furnished to the Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee expressly for use therein, provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the benefit of such Indemnitee if the Person asserting any Losses against such Indemnitee purchased Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such Person (the “Initial Sale Time”) the Corporation shall have notified the respective Holder that the preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale Time) contains an untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading, or (iiib) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement omission of a material fact was corrected in a preliminary prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary prospectus or omission Issuer Free Writing Prospectus was provided to such Holder a reasonable amount of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or alleged omission made in Issuer Free Writing Prospectus could have been provided to such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished Person prior to the Initial Sale Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) was not conveyed to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for in clause (c) above. This indemnity shall be in addition to any liability the Corporation by any such Conversion Holder may otherwise have under this Agreement or on such Conversion Holder’s behalfotherwise. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion any Holder or any such Controlling Personindemnified party and shall survive the transfer of Registrable Securities by any Holder.

Indemnification by the Corporation. The In the event of any registration under the Securities Act pursuant to Article II of any Registrable Securities covered by such registration, the Corporation shall will, to the extent permitted by law, and hereby does, indemnify and hold harmless each Conversion HolderHolder of Registrable Securities to be sold under such registration statement, its the partners, members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisersstockholders of each such Holder, each underwritersuch Holder’s legal counsel and independent accountants, broker each other person who participates as an underwriter in the offering or any other Person on behalf sale of such Conversion Holder, securities (if so required by such underwriter as a condition to including the Registrable Securities of the Holders in such registration) and each Personother person, if any, who Controls controls any such Conversion HolderHolder or any such underwriter within the meaning of the Securities Act or the Exchange Act (each an “Indemnified Party” and collectively, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person“Indemnified Parties”), against any losses, claims, damagesdamages or liabilities, liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees Indemnified Party may become subject under the Securities Act Act, the Exchange Act, any state securities laws or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or any document incorporated therein by reference, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances under in which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading, or (iii) arise out of any violation by the Corporation of any rule or alleged violation of regulation promulgated under the Securities Act or state securities laws or rules thereunder by law applicable to the Corporation that relate and relating to any action or inaction by required of the Corporation in connection with any such registration statement or offering statementregistration, and the Corporation will reimburse such Persons the Indemnified Parties for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsproceeding as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 5.1(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld; and provided, further, however that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) an Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation in writing by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling PersonIndemnified Party specifically for use therein.

Indemnification by the Corporation. The In the event of any registration of any of the Corporation's securities under the Securities Act pursuant to this Section 2, the Corporation shall indemnify and hold harmless each Conversion Holder, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, of the following parties as described in this Agreement: (i) the seller of such securities; (ii) each underwriter, broker underwriter (as defined in the Securities Act) who makes an underwriting agreement with the Corporation or any Holders pursuant to the foregoing terms of this Agreement; (iii) each other Person on behalf who is a partner or affiliate or agent of such Conversion Holder, seller and who participates in the offering of such securities; and (iv) each other Person, if any, who Controls controls (within the meaning of the Securities Act) such Conversion Holderseller, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, underwriter or participating Person against any losses, claims, damagesdamages or liabilities (collectively the "liability"), liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder such seller, underwriter, participating Person or any such indemnitees controlling Person may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as if such losses, claims, damages, liabilities and expenses liability (or actions or proceedings, whether commenced or threatened, action in respect thereof) arise arises out of, of or are is based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary final prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Except as otherwise provided in paragraph (d) of this Section 2.5, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action shall reimburse each such seller, underwriter, participating Person or inaction by the Corporation such controlling Person in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided. Notwithstanding anything to the contrary herein, however, that the Corporation shall not be liable toto any seller, underwriter, participating Person, or required to indemnify, any Conversion Holder under this Section 10(h)(i) controlling Person in any such case to the extent that if any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an upon any alleged untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, or final prospectus, final offering circular summary prospectus, or amendment or supplement thereto (i) in reliance upon and in conformity with written information furnished to the Corporation by such Person specifically for use in such registration statement, preliminary or final prospectus or amendment or supplement thereto, or (ii) based on the authority of an "expert" within the meaning of that term as defined in the Securities Act (but only if the Corporation had no reasonable ground to believe, and did not believe, that the statements made on the authority of such expert were untrue or that there was an omission to state a material fact). The Corporation shall not be required to indemnify any Person against any liability arising from (i) any untrue or misleading statement or omission contained in any preliminary prospectus if such Conversion Holder deficiency is corrected in the final prospectus or on such Conversion Holder’s behalf(ii) for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act. The indemnity contained provided for in this Section 10(h)(i2.5(a) shall remain in full force and effect for the period of limitations imposed under California law, regardless of any investigation made by or on behalf of a Conversion Holder such seller, underwriter, participating Person or any controlling Person and shall survive transfer of such Controlling Personsecurities by such seller.

Indemnification by the Corporation. The In the case of each offering of Registrable Securities made pursuant to this Agreement, the Corporation shall agrees to indemnify and hold harmless harmless, to the extent permitted by law, each Conversion Selling Holder, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf underwriter of such Conversion Holder, Registrable Securities so offered and each Person, if any, who Controls such Conversion Holdercontrols (within the meaning set forth in the Securities Act) any of the foregoing Persons, together with the membersAffiliates of each of the foregoing, partners, and the officers, directors, managerspartners, trustees, stockholders, employees, retained professionals, employees and agents and investment advisers of such Controlling Personeach of the foregoing, against any and all losses, claimsliabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages, liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder they or any such indemnitees of them may become subject subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, claimsliabilities, damagescosts, liabilities claims and expenses damages (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of, of or are based upon (i) any untrue statement by the Corporation or alleged untrue statement by the Corporation of any a material fact contained in any the registration statement under which (or in any preliminary, final or summary prospectus included therein) or in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities were registered and sold o under prepared by the Securities Act, any preliminary prospectus, final prospectus Corporation or summary prospectus contained thereinat its direction, or any amendment thereof or supplement thereto, or arising out of in any document incorporated by reference therein, or based upon any omission by the Corporation or alleged omission by the Corporation 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, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) Person in any such case (x) for amounts paid in settlement of any litigation if such settlement is effected without the consent of the Corporation, which consent shall not be unreasonably withheld, (y) to the extent that any such loss, claimliability, damagecost, liability (claim or action or proceeding in respect thereof) or expense damage arises out of or is based upon, an relates to any untrue statement or alleged untrue statement, or any omission, if such statement or omission or alleged omission shall have been made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information relating to such Person furnished in writing to the Corporation by any such Conversion Holder or on behalf of such Conversion Holder’s behalfPerson expressly for inclusion in the registration statement (or in any preliminary, final or summary prospectus included therein), offering memorandum or other offering document, or any amendment thereof or supplement thereto or (z) where the loss, liability, cost, claim, damage or expense resulted from the fact that the Selling Holder sold Registrable Securities to a person to whom there was not sent or given, at such time as requires under applicable law, a copy of the registration statement on which such Registrable Securities were registered and the prospectus included therein, as amended or supplemented, and the Corporation shall have previously and timely furnished sufficient copies of such registration statement or prospectus, as so amended or supplemented, to such Selling Holder in accordance with this Agreement and such registration statement or prospectus, as so amended or supplemented, would have corrected such untrue statement or omission of a material fact. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder any such Person, Selling Holder, or any underwriter and shall survive the transfer of such Controlling Personsecurities.

Indemnification by the Corporation. The Corporation shall will indemnify and hold harmless each Conversion Holder, Investor and its members, partners, officers, directors, managersmembers, trusteesemployees and agents, stockholders, employees, retained professionals, agents successors and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holderassigns, and each Personother person, if any, who Controls controls such Conversion Holder, together with Investor within the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers meaning of such Controlling Personthe 1933 Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees they may become subject under the Securities 1933 Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained therein, or any amendment or supplement theretothereof, or arising out of or based upon any 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 untrue statement blue sky application or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under other document executed by the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of Corporation specifically for that purpose or based upon written information furnished by the Corporation filed in any omission state or alleged omission other jurisdiction in order to state therein a material fact required to be stated therein qualify any or necessary to make the statements therein, in light all of the circumstances Registrable Securities under which they were madethe securities laws thereof (any such application, not misleading, document or information herein called a “Blue Sky Application”); (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate of any rule or regulation promulgated under the 1933 Act applicable to any the Corporation and relating to action or inaction by required of the Corporation in connection with such registration statement registration; or offering statement, and (iv) any failure to register or qualify the Registrable Securities included in any such Registration in any state where the Corporation or its agents has affirmatively undertaken or agreed in writing that the Corporation will undertake such registration or qualification on an Investor’s behalf (the undertaking of any underwriter chosen by the Corporation being attributed to the Corporation) and will reimburse such Persons Investor, and each such officer, director or member and each such controlling person for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liabilitydamage, action liability or proceedingsaction; provided, however, that the Corporation shall will not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case if and to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder Investor or any such Controlling Person.controlling

Indemnification by the Corporation. The Corporation shall indemnify and hold harmless to the fullest extent permitted by law each Conversion Holder whose Registrable Shares are covered by a Registration Statement, such Holder, its members, partners, ’s officers, directors, managerspartners, trusteesmanaging members, stockholdersagents, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion HolderAffiliates, and each PersonPerson who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), if any, who Controls such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, claims, damages, liabilities liabilities, and expenses (includingexpenses, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act action or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, proceeding in respect thereof) arise thereof (each, a “Liability” and collectively, “Liabilities”), as incurred, arising out of, or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, any registration statement under which prospectus relating to such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus Shares (or summary prospectus contained therein, or in any amendment or supplement thereto), any Free Writing Prospectus, or any other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, 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, (ii) except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Corporation by such Holder or on such Holder’s behalf, in either such case expressly for use therein; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any prospectus, the indemnification obligations contained in this Section shall not apply to the extent that any such Liability results from (a) the fact that a current copy of the prospectus was not sent or given to the Person asserting any such Liability at or prior to the written confirmation to such Person of the applicable sale of the Registrable Shares, if it is determined that the Corporation provided such prospectus before such confirmation and it was the responsibility of such Holder or such Holder’s agents to provide such Person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Liability, (b) the use of any prospectus by or on behalf of any Holder after the Corporation has notified such Person in writing (i) pursuant to Section 3.01(k) that such prospectus contains an untrue statement of a material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission omits 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, (ii) pursuant to Section 2.05 that a stop order has been issued by the SEC with respect to the Registration Statement, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation pursuant to Section 2.04(a) that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable toan MNPI Disclosure Condition exists, or required to indemnify, any Conversion Holder under this Section 10(h)(i(c) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless use of any investigation made prospectus by or on behalf of a Conversion any Holder or with respect to any Registrable Shares after such Controlling Persontime as the Corporation’s obligation to keep the Registration Statement effective in respect of such Registrable Shares has expired.

Indemnification by the Corporation. The In the event of any registration of any of the Corporation's securities under the Securities Act pursuant to this Section 2, the Corporation shall indemnify and hold harmless each Conversion Holder, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, of the following parties as described in this Agreement: (i) the seller of such securities; (ii) each underwriter, broker underwriter (as defined in the Securities Act) who makes an underwriting agreement with the Corporation or any Holders pursuant to the foregoing terms of this Agreement; (iii) each other Person on behalf who is a partner or affiliate or agent of such Conversion Holder, seller and who participates in the offering of such securities; and (iv) each other Person, if any, who Controls controls (within the meaning of the Securities Act) such Conversion Holderseller, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, underwriter or participating Person against any losses, claims, damagesdamages or liabilities (collectively the "liability"), liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder such seller, underwriter, participating Person or any such indemnitees controlling Person may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as if such losses, claims, damages, liabilities and expenses liability (or actions or proceedings, whether commenced or threatened, action in respect thereof) arise arises out of, of or are is based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary final prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Except as otherwise provided in paragraph (d) of this Section 2.6, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action shall reimburse each such seller, underwriter, participating Person or inaction by the Corporation such controlling Person in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided. Notwithstanding anything to the contrary herein, however, that the Corporation shall not be liable toto any seller, underwriter, participating Person, or required to indemnify, any Conversion Holder under this Section 10(h)(i) controlling Person in any such case to the extent that if any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an upon any alleged untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, or final prospectus, final offering circular summary prospectus, or amendment or supplement thereto (i) in reliance upon and in conformity with written information furnished to the Corporation by such Person specifically for use in such registration statement, preliminary or final prospectus or amendment or supplement thereto, or (ii) based on the authority of an "expert" within the meaning of that term as defined in the Securities Act (but only if the Corporation had no reasonable ground to believe, and did not believe, that the statements made on the authority of such expert were untrue or that there was an omission to state a material fact). The Corporation shall not be required to indemnify any Person against any liability arising from (i) any untrue or misleading statement or omission contained in any preliminary prospectus if such Conversion Holder deficiency is corrected in the final prospectus or on such Conversion Holder’s behalf(ii) for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act. The indemnity contained provided for in this Section 10(h)(i2.6(a) shall remain in full force and effect for the period of limitations imposed under California law, regardless of any investigation made by or on behalf of a Conversion Holder such seller, underwriter, participating Person or any controlling Person and shall survive transfer of such Controlling Personsecurities by such seller.

Indemnification by the Corporation. The Corporation shall agrees to indemnify and hold harmless each Conversion Holderharmless, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisersto the fullest extent permitted by law, each underwriterof the Selling Holders, broker or any each other Person on behalf of such Conversion Holder, and each Person, if any, who Controls such Conversion Holdercontrols each of the Selling Holders within the meaning of the U.S. Securities Laws and each of their respective directors, together with the members, partners, general partners and officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon follows: (i) against any and all loss, liability, claim, damage or expense arising out of or based upon an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under Registration Statement by which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, are offered (or any amendment or supplement thereto), including all documents incorporated therein by reference, or arising out of in any preliminary prospectus or based upon prospectus (or any amendment or supplement thereto), or the omission 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, ; (ii) against any and all loss, liability, claim, damage and expense to the extent of the aggregate amount paid in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement of any material fact contained in any offering statement under which or omission, if such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under settlement is effected with the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light written consent of the circumstances under which they were made, not misleading, or Corporation; and (iii) against any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably all expense incurred by any of them in connection with investigating investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such loss, claim, liability, action untrue statement or proceedings; provided, however, that the Corporation shall not be liable to, omission or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, that this indemnity does not apply to any loss, liability, claim, damage, liability (or action or proceeding in respect thereof) damage or expense arises to the extent arising out of or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The behalf of the Selling Holder expressly for use in the preparation of any Registration Statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or in any preliminary prospectus or prospectus (or any amendment or supplement thereto) contained therein; and provided further, that the Corporation will not be liable under the indemnity contained agreement in this Section 10(h)(i8.1 with respect to any preliminary prospectus or the final prospectus or the final prospectus as amended or supplemented, as the case may be, to the extent that any such loss, liability, claim, damage or expense results from the fact that the Selling Holder or underwriter (if any) sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if the Corporation previously furnished, in a timely fashion, sufficient copies thereof to the Selling Holder, the underwriter (if any) or the broker through whom the Registrable Securities were sold. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion the Selling Holder, any controlling Person of the Selling Holder or any such Controlling Personof their respective directors, officers or general partners, and shall survive the closing of the offering.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities of the Corporation shall under the Securities Act pursuant to Section 2.1 or 2.2, the Corporation will, and hereby does, indemnify and hold harmless each Conversion Holderharmless, PTFM, its members, partners, directors and officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, underwriter and each other Person, if any, who Controls controls PTFM or any such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Personunderwriter, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder PTFM or any such indemnitees director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, Act or any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission omissions 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 in which they were made, made not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse PTFM, and each such Persons director, officer, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, claim or liability or action or proceedingsproceeding in respect thereof; provided, however, provided that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on behalf of PTFM or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; and provided, further, that the Corporation shall not be liable in any case to the extent that such Conversion Holder’s behalfloss, claim, damage, liability or expense arises out of an untrue or alleged untrue statement or omission or alleged omission in a prospectus, if such statement or omission is corrected in an amendment or supplement to the prospectus and PTFM thereafter fails to deliver such prospectus as amended or supplemented prior to or concurrently with the sale of the Registrable Securities. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder PTFM, or any such Controlling Persondirector, officer or controlling person and shall survive the transfer of such securities by PTFM.

Indemnification by the Corporation. The In the event of any Registration covering Registrable Securities pursuant hereto, the Corporation shall agrees to indemnify and hold harmless harmless, to the extent permitted by law, each Conversion HolderOffering Shareholder , its members, partners, officers, officers and directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, if any, who Controls such Conversion Holdercontrols the Offering Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or analogous provisions of applicable Securities Laws and each Person retained by an Offering Shareholder and who may be subject to liability under any applicable Securities Laws, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, claims, damages, liabilities costs, expenses and expenses liabilities, joint or several, (including, without limitation, reasonable attorneys’ feesany legal or other expenses reasonably incurred by such indemnified person in connection with defending or investigating any such action or claim) to which a Conversion Holder they or any such indemnitees of them may become subject under the applicable Securities Act Laws or otherwiseother applicable laws or regulations, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) which arise out of, are based upon, or are based upon (i) caused by any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under Registration Statement or Prospectus (as amended or supplemented if the Securities Act, Corporation shall have furnished any amendments or supplements thereto) or any preliminary prospectus, final prospectus or summary prospectus contained thereinProspectus, or any amendment or supplement theretoarise out of, are based upon, or arising out of or based upon are caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except with respect to a particular Offering Shareholder insofar as such losses, claims, damages, costs, expenses or liabilities arise out of, are based upon or are caused by (iii) any such untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration untrue statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance omission based upon and in conformity with written information furnished in writing to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of such Offering Shareholder expressly for use therein or (ii) such Offering Shareholder's failure to comply with a Conversion Holder Prospectus delivery requirement imposed on it under applicable law, if any, including any failure to deliver, after delivery of a preliminary Prospectus, a Prospectus containing corrected, modified or amended disclosure with respect to any material fact. The Corporation also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Controlling PersonUnderwriters on substantially the same basis as that of the indemnification of the Offering Shareholder provided in this Clause 4.1.

Indemnification by the Corporation. The In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law, the Corporation shall will, and hereby does, indemnify and hold harmless Xxxxxxxxx and each Conversion HolderInvestor, its members, partners, respective directors and officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf who participates as an underwriter in the offering or sale of such Conversion Holder, Securities and each other Person, if any, who Controls controls Xxxxxxxxx and each Investor or any such Conversion Holder, together with underwriter within the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers meaning of such Controlling Personthe Securities Act, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder Xxxxxxxxx and each Investor or any such indemnitees director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse Xxxxxxxxx and each Investor and each such Persons director, officer, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsproceeding; provided, however, provided that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by Xxxxxxxxx or any Investor, and provided further that the Corporation 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 underwriter within the meaning of the Securities Act, in any such Conversion Holder case to the extent that any such loss, claim, damage, liability (or on action or proceeding in respect thereof) or expense arises out of such Conversion Holder’s behalfPerson's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus and such delivery would have mitigated liability. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder the Investors or any such Controlling Persondirector, officer, underwriter or controlling person and shall survive the transfer of such Securities by such seller.

Indemnification by the Corporation. The Corporation shall will, and hereby does indemnify and hold harmless each Conversion Holderharmless, with respect to any registration statement filed by it that covers Selling Shareholder's Qualified Registrable Securities, to the full extent permitted by law, Selling Shareholder, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, employees and agents (and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, if any, who Controls such Conversion Holder, together with the members, partnersdirectors, officers, directorsemployees and agents thereof) and each other person or entity who controls Selling Shareholder within the meaning of the Securities Act (collectively, managers, trustees, stockholders, employees, retained professionals, agents the "Selling Shareholder Indemnitees" and investment advisers of such Controlling Person, individually a "Selling Shareholder Indemnitee") against any all losses, claims, damages, liabilities and expenses expenses, joint or several (includingincluding reasonable fees of counsel and any amounts paid in settlement effected with the Corporation's consent, without limitationwhich consent shall not be unreasonably withheld), reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees Selling Shareholder Indemnitee may become subject under the Securities Act Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities and or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of), or are based upon caused by (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under in which such Qualified Registrable Securities were registered and sold o under included as contemplated hereby or the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) any untrue statement or alleged untrue statement of any a material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under preliminary, final or summary prospectus, together with the Securities Act, any preliminary offering circular documents incorporated by reference therein (as amended or final offering circular contained therein, or supplemented if the Corporation shall have filed with the Commission any amendment thereof or supplement thereto), or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate of any federal, state or common law rule or regulation applicable to any the Corporation and relating to action of or inaction by the Corporation in connection with any such registration statement or offering statement, registration; and in each such case the Corporation will reimburse each such Persons Selling Shareholder Indemnitee for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceedingsproceeding; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) such Selling Shareholder Indemnitee in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding proceeding, whether commenced or threatened, in respect thereof) or expense arises out of or is based upon, an upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, amendment thereof or supplement thereto or in any such preliminary prospectus, preliminary offering circularpreliminary, final prospectus, final offering circular or summary prospectus, amendment or supplement prospectus in reliance upon and in conformity with written information furnished to the Corporation by or on behalf of Selling Shareholder relating to Selling Shareholder for use in the preparation thereof; and provided further that the Corporation shall not be liable to any such Conversion Holder Selling Shareholder Indemnitee with respect to any preliminary prospectus to the extent that any such loss, claim, damage, liability or on expense of Selling Shareholder Indemnitee results from the fact that Selling Shareholder sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such Conversion Holder’s behalf. The indemnity sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Corporation has previously furnished copies thereof to Selling Shareholder in compliance with Section 3 of this Agreement and the loss, claim, damage, liability or expense of such Selling Shareholder Indemnitee results from an untrue statement or omission of a material fact contained in this Section 10(h)(i) such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any Selling Shareholder and shall survive the transfer of such Controlling Personsecurities by Selling Shareholder.

Indemnification by the Corporation. The Corporation shall agrees to indemnify and hold harmless to the fullest extent permitted by law each Conversion HolderHolder whose Registrable Shares are covered by a Registration Statement, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents partners and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, managing members and each Person, if any, who Controls controls such Conversion HolderHolder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, claims, damages, liabilities liabilities, and expenses (includingexpenses, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act action or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, proceeding in respect thereof) arise thereof (each, a “Liability” and collectively, “Liabilities”), as incurred, arising out of, of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, any registration statement under which prospectus relating to such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus Shares (or summary prospectus contained therein, or in any amendment or supplement thereto), any Free Writing Prospectus or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification or compliance, 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, (ii) except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Corporation by such Holder or on such Holder’s behalf, in either such case expressly for use therein; provided, that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any prospectus, the indemnity agreement contained in this paragraph shall not apply to the extent that any such Liability results from (a) the fact that a current copy of the prospectus was not sent or given to the Person asserting any such Liability at or prior to the written confirmation of the sale of the Registrable Shares concerned to such Person if it is determined that the Corporation has provided such prospectus and it was the responsibility of such Holder or its agents to provide such Person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Liability, (b) the use of any prospectus by or on behalf of any Holder after the Corporation has notified such Person in writing (i) pursuant to Section 3.01(k) that such prospectus contains an untrue statement of a material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission omits 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, (ii) pursuant to Section 2.05 that a stop order has been issued by the SEC with respect to the Registration Statement, or (iii) any violation pursuant to Section 2.04(a) that an MNPI Disclosure Condition exists or alleged violation of (c) the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless use of any investigation made prospectus by or on behalf of a Conversion any Holder or with respect to any Registrable Shares after such Controlling Persontime as the Corporation’s obligation to keep the Registration Statement effective in respect of such Registrable Shares has expired.

Indemnification by the Corporation. The Corporation shall agrees to indemnify and hold harmless each Conversion Holderharmless, to the full extent permitted by law, GSCP (for purposes of this Section 3, a “Selling Shareholder”), its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents employees and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, representatives and each Person, if any, person who Controls controls (within the meaning of the Securities Act) such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, Selling Shareholder against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) caused by any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities ActRegistration Statement, any prospectus, preliminary prospectus, final “free writing” prospectus or summary prospectus contained therein, any supplement thereto or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) any untrue statement except insofar as the same may be caused by or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant information furnished in writing to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons Selling Shareholder for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsuse therein; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus if (A) such Selling Shareholder failed to deliver or cause to be delivered a copy of the prospectus to the Person asserting such loss, claim, damage, liability or expense after the Corporation has furnished such Selling Shareholder with a sufficient number of copies of the same and (B) the prospectus completely corrected in a timely manner such untrue statement or omission; and provided, further, that the Corporation shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the prospectus, preliminary offering circularif such untrue statement or alleged untrue statement, final prospectus, final offering circular summary prospectus, omission or alleged omission is completely corrected in an amendment or supplement in reliance upon and in conformity with written information furnished to the prospectus and the Selling Shareholder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of the securities to the Person asserting such loss, claim, damage, liability or expense after the Corporation by any had furnished such Conversion Holder or on such Conversion Holder’s behalfSelling Shareholder with a sufficient number of copies of the same. The indemnity contained Corporation will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in this Section 10(h)(ithe distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) shall remain in full force and effect regardless to the same extent as provided above with respect to the indemnification of any investigation made by or on behalf of a Conversion Holder or any such Controlling Personthe Selling Shareholder, if requested.

Indemnification by the Corporation. The Subject to Section 6.04, the Corporation shall agrees to indemnify the Purchaser and its Representatives (collectively, the “Purchaser Related Parties”) from, and hold each of them harmless each Conversion Holderagainst, its membersany and all losses, partnersactions, officerssuits, directorsproceedings (including any investigations, managerslitigation or inquiries), trusteesdemands and causes of action, stockholdersand, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holderin connection therewith, and promptly upon demand, pay or reimburse each Personof them for all reasonable costs, if any, who Controls such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, against any losses, claimsliabilities, damagesdamages or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) defending or preparing to which a Conversion Holder or defend any such indemnitees may become subject under matter, but excluding costs of investigating any matter initiated by the Securities Act or otherwise, insofar as Purchaser Related Parties where such losses, claims, damages, liabilities investigation is undertaken without a reasonable and expenses (or actions or proceedingsgood faith belief that a Corporation Indemnified Liability exists), whether commenced or threatenednot involving a Third Party Claim, in respect thereof) arise out as a result of, or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon related to 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 madefollowing (collectively, not misleading, the “Corporation Indemnified Liabilities”): (iia) any untrue statement or alleged untrue statement the failure of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, representations or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder warranties made by the Corporation that relate contained herein to be true and correct (disregarding any action references to “material”, “materially”, “material respects”, “Material Adverse Effect” and all other similar materiality qualifications therein, except for any such references or inaction by qualifications set forth in Section 3.13); or (b) the breach of any of the covenants or obligations of the Corporation contained herein; provided that in connection with the case of the immediately preceding clause (a), such registration statement claim for indemnification relating to a breach of any representation or offering statement, and warranty is made prior to the Corporation will reimburse expiration of such Persons for any reasonable legal representation or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingswarranty; 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 Corporation shall not constitute the date upon which such claim has been made; and provided, further, that in no event shall the Corporation be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding make payments in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made Corporation Indemnified Liabilities that exceed in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Personaggregate the Purchase Price.

Indemnification by the Corporation. (a) The Corporation shall indemnify and hold harmless each Conversion Holderthe Indemnitee in the defense of any proceeding, its memberswhether or not brought by or in the right of the Corporation, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker to which the Indemnitee was a party because of being a director or any other Person on behalf officer of such Conversion Holder, and each Person, if any, who Controls such Conversion Holder, together the Corporation against all reasonable expenses incurred by the Indemnitee in connection with the membersproceeding. (b) Except as provided in subsection (e) of this Section 2, partnersthe Corporation shall indemnify the Indemnitee made a party to a proceeding, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers because the Indemnitee is or was a director or officer of such Controlling Personthe Corporation, against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under liability incurred in the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon proceeding if: (i) any untrue statement or alleged untrue statement of any material fact contained The Indemnitee acted in any registration statement under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, good faith; and (ii) any untrue statement or alleged untrue statement The Indemnitee reasonably believed: (A) In the case of any material fact contained conduct in any offering statement under which such Qualifiable Securities were qualified and sold pursuant the Indemnitee's official capacity with the Corporation, that the Indemnitee's conduct was in the Corporation's best interests; and (B) In all other cases, that the Indemnitee's conduct was at least not opposed to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or Corporation's best interests; and (iii) In the case of any violation or alleged violation criminal proceeding, the Indemnitee had no reasonable cause to believe the Indemnitee's conduct was unlawful. (c) The Indemnitee's conduct with respect to an employee benefit plan for a purpose the Indemnitee reasonably believed to be in the interests of the Securities Act participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (b)(ii) of this Section 2. (d) The termination of a proceeding by judgment, order, settlement, conviction, or state securities laws upon a plea of nolo contendere or rules thereunder its equivalent is not, of itself, determinative that the Indemnitee did not meet the standard of conduct described in this Section. (e) The Corporation shall not indemnify the Indemnitee under Section 2 of this Agreement: (i) In connection with a proceeding by or in the Corporation that relate to any action or inaction by right of the Corporation in which the Indemnitee was adjudged liable to the Corporation; or (ii) In connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them proceeding charging improper personal benefit to the Indemnitee whether or not involving action in the Indemnitee's official capacity, in which the Indemnitee was adjudged liable on the basis that the Indemnitee improperly received personal benefit. (f) Indemnification under this Agreement in connection with investigating a proceeding by or defending any such loss, claim, liability, action or proceedings; provided, however, that in the right of the Corporation shall not be liable to, or required is limited to indemnify, any Conversion Holder under this Section 10(h)(i) reasonable expenses incurred in any such case to connection with the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Personproceeding.

Indemnification by the Corporation. The Corporation shall shall, and it hereby does, indemnify and hold harmless harmless, to the fullest extent permitted by law, each Conversion HolderStockholder, its members, partners, respective officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, if any, who Controls such Conversion Holder, together with the members, partners, officers, directorsmembers, managers, trustees, stockholders, employees, retained professionals, agents stockholders and investment advisers employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Controlling Person, Persons from and against any and all losses, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and reasonable legal expenses or other reasonable expenses actually incurred thereby in connection with investigating or defending any claim or proceeding resulting therefrom) (includingeach, without limitation, reasonable attorneys’ feesa “Loss” and collectively “Losses”) to which a Conversion Holder arising out of or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement Registration Statement under which such Registrable Securities were are registered and or sold o under the Securities ActAct (including any final, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained therein, therein or any amendment thereof or supplement theretothereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Corporation or any of its subsidiaries including any report and other document filed under the Exchange Act, or arising out of or based upon (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made, ) not misleading; provided, (iithat a Stockholder shall not be entitled to indemnification pursuant to this Section 8(a) in respect of any untrue statement or alleged untrue statement of any material fact omission contained in any offering statement under which information furnished in writing by such Qualifiable Securities were qualified and sold pursuant Stockholder to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission Corporation specifically for inclusion in a Registration Statement that has not been corrected in a subsequent writing prior to state therein a material fact required to be stated therein or necessary to make the statements therein, in light sale of the circumstances under which they were made, not misleading, Registrable Securities to the Person asserting the claim or (iii) any violation or alleged violation by the Corporation (or any of its agents or Affiliates) of the Securities Act or Act, the Exchange Act, any state securities laws law, or rules thereunder by any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. This indemnity shall be in addition to any liability the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalfmay otherwise have. The Such indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion such Holder or any indemnified party and shall survive the Transfer of such Controlling Personsecurities by any Stockholder. The Corporation shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Indemnification by the Corporation. The Corporation shall agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Conversion HolderSelling Shareholder, its members, partnersdirectors, officers, employees and agents (and the directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, if any, who Controls such Conversion Holder, together with the members, partners, officers, directorsemployees and agents thereof) and each other person or entity who controls the Selling Shareholder within the meaning of the Securities Act (collectively, managers, trustees, stockholders, employees, retained professionals, agents the "Selling Shareholder Indemnitees" and investment advisers of such Controlling Person, individually a "Selling Shareholder Indemnitee") against any all losses, claims, damages, liabilities and expenses expenses, joint or several (includingincluding reasonable fees of counsel and any amounts paid in settlement effected with the Corporation's consent, without limitationwhich consent shall not be unreasonably withheld), reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees Selling Shareholder Indemnitee may become subject under the Securities Act Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities and or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of), or are based upon caused by (i) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under in which such Qualified Registrable Securities were registered and sold o under included or the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, (ii) any untrue statement or alleged untrue statement of any a material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under preliminary, final or summary prospectus, together with the Securities Act, any preliminary offering circular documents incorporated by reference therein (as amended or final offering circular contained therein, or supplemented if the Corporation shall have filed with the Commission any amendment or supplement theretosupplement), or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate of any federal, state or common law rule or regulation applicable to any the Corporation and relating to action of or inaction by the Corporation in connection with such any registration statement or offering statement, ; and in each case the Corporation will reimburse such Persons each Selling Shareholder Indemnitee for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceedingsproceeding; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) such Selling Shareholder Indemnitee in any such case to the extent that any such loss, claim, damage, liability or expense (or action or proceeding proceeding, whether commenced or threatened, in respect thereof) or expense arises out of or is based upon, an upon any untrue statement or alleged untrue statement or omission or alleged omission made in such the registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity behalf of any Selling Shareholder relating to a Selling Shareholder for use in the preparation thereof; and provided further that the Corporation shall not be liable to any Selling Shareholder Indemnitee with respect to any preliminary prospectus to the extent that any loss, claim, damage, liability or expense of the Selling Shareholder Indemnitee results from the fact that a Selling Shareholder sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of the sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Corporation has previously furnished copies thereof to the Selling Shareholder in compliance with Section 3 of this Agreement and the loss, claim, damage, liability or expense of the Selling Shareholder Indemnitee results from an untrue statement or omission of a material fact contained in this Section 10(h)(i) such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented). Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any Selling Shareholder and shall survive the transfer of such Controlling Personsecurities by any Selling Shareholder.

Indemnification by the Corporation. The Corporation shall indemnify and hold harmless each Conversion Holderthe Investor and Xxxxxx Xxxxx, its members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf which facilitates the disposition of such Conversion HolderWarrant Shares, and each of their respective officers and directors and each Person who controls the Investor or Xxxxxx Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being sometimes hereinafter referred to as an “Indemnified Person, if any, who Controls such Conversion Holder, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents ”) from and investment advisers of such Controlling Person, against any losses, claims, damagesdamages or liabilities, liabilities and expenses (includingjoint or several, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon (i) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under Registration Statement or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained statements therein, or any amendment or supplement theretonot misleading, or arising arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, ; and the Corporation will hereby agrees to reimburse such Persons Indemnified Person for any all reasonable legal or any and other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedingsclaim as and when such expenses are incurred; provided, however, that the Corporation shall not be liable to, or required to indemnify, any Conversion Holder under this Section 10(h)(i) such Indemnified Person in any such case to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made in from, such registration statement Registration Statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement Prospectus in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder Indemnified Person expressly for use therein or on (ii) in the case of the occurrence of an event of the type specified in Section 9(e), the use by the Indemnified Person of an outdated or defective Prospectus after the Corporation has provided to such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by Indemnified Person an updated Prospectus correcting the untrue statement or on behalf of a Conversion Holder alleged untrue statement or any omission or alleged omission giving rise to such Controlling Personloss, claim, damage or liability.

Indemnification by the Corporation. (a) The Corporation shall indemnify and hold harmless each Conversion Holderthe Indemnitee in the defense of any proceeding, its memberswhether or not brought by or in the right of the Corporation, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf to which the Indemnitee was a party because of such Conversion Holder, and each Person, if any, who Controls such Conversion Holder, together being a director of the Corporation against all reasonable expenses incurred by the Indemnitee in connection with the membersproceeding. (b) Except as provided in subsection (e) of this Section 2, partnersthe Corporation shall indemnify the Indemnitee made a party to a proceeding, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers because the Indemnitee is or was a director of such Controlling Personthe Corporation, against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under liability incurred in the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon proceeding if: (i) any untrue statement or alleged untrue statement of any material fact contained The Indemnitee acted in any registration statement under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, good faith; and (ii) any untrue statement or alleged untrue statement The Indemnitee reasonably believed: (A) In the case of any material fact contained conduct in any offering statement under which such Qualifiable Securities were qualified and sold pursuant the Indemnitee's official capacity with the Corporation, that the Indemnitee's conduct was in the Corporation's best interests; and (B) In all other cases, that the Indemnitee's conduct was at least not opposed to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or Corporation's best interests; and (iii) In the case of any violation or alleged violation criminal proceeding, the Indemnitee had no reasonable cause to believe the Indemnitee's conduct was unlawful. (c) The Indemnitee's conduct with respect to an employee benefit plan for a purpose the Indemnitee reasonably believed to be in the interests of the Securities Act participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (b)(ii) of this Section 2. (d) The termination of a proceeding by judgment, order, settlement, conviction, or state securities laws upon a plea of nolo contendere or rules thereunder its equivalent is not, of itself, determinative that the Indemnitee did not meet the standard of conduct described in this Section. (e) The Corporation shall not indemnify the Indemnitee under Section 2 of this Agreement: (i) In connection with a proceeding by or in the Corporation that relate to any action or inaction by right of the Corporation in which the Indemnitee was adjudged liable to the Corporation; or (ii) In connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred proceeding charging improper personal benefit to the Indemnitee whether or not involving action in the Indemnitee's official capacity, in which the Indemnitee was adjudged liable on the basis that personal benefit was improperly received by any of them the Indemnitee. (f) Indemnification under this Agreement in connection with investigating a proceeding by or defending any such loss, claim, liability, action or proceedings; provided, however, that in the right of the Corporation shall not be liable to, or required is limited to indemnify, any Conversion Holder reasonable expenses incurred in connection with the proceeding. (g) A request for indemnification under this Section 10(h)(i) 2 shall be in any such case to substantially the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out form of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling PersonExhibit A attached hereto.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities of the Corporation shall under the Securities Act pursuant to this Article II, the Corporation will, and it hereby does, indemnify and hold harmless each Conversion Holderharmless, its membersto the extent permitted by law, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisersa Registering Covered Person, each underwriter, broker or any other Person on behalf affiliate of such Conversion HolderRegistering Covered Person and their respective directors and officers or general and limited partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of any of the foregoing) and each Personother person, if any, who Controls controls such Conversion HolderRegistering Covered Person within the meaning of the Securities Act (collectively, together with the members“Indemnified Parties”), partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents from and investment advisers of such Controlling Person, against any and all losses, claims, damages, damages and liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which a Conversion Holder legal fees and other expenses incurred in connection with any suit, action or proceeding or any such indemnitees may become subject under the Securities Act or otherwiseclaim asserted, insofar as such losses, claims, damages, liabilities fees and expenses (are incurred), joint or actions or proceedingsseveral, whether commenced or threatened, in respect thereof) that arise out of, or are based upon upon, (i1) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement or amendment or supplement thereto under which such Registrable Securities were registered and sold o under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of any material fact contained in any offering statement under which such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by the Corporation that relate to any action or inaction by the Corporation in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Corporation shall not be liable to, to any Registering Covered Person or required to indemnify, any Conversion Holder under this Section 10(h)(i) other Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or offering statement, any such preliminary prospectus, preliminary offering circularany free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, final prospectus, final offering circular summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information regarding a Registering Covered Person furnished to the Corporation by any such Conversion Holder Registering Covered Person or on other Indemnified Party with respect to such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder seller or any such Controlling Personunderwriter specifically for use in the preparation thereof.

Indemnification by the Corporation. The Corporation shall shall, notwithstanding any termination of the rights hereunder, indemnify and hold harmless each Conversion Holder, its members, partners, the officers, directors, managersagents, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Conversion Holder, and each Person, if any, who Controls such Conversion Holder, together with the membersadvisors, partners, members and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1000 Xxx) and the officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers employees of each such Controlling controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) to which a Conversion Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (collectively, “Losses”), as incurred, arising out of or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, or are based upon (i) relating to any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such Registrable Securities were registered and sold o under the Securities ActRegistration Statement, any preliminary prospectus, final Prospectus or any form of prospectus or summary prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or based upon relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made, ) not misleading, except to the extent, but only to the extent, that (ii1) any such untrue statement statements or alleged untrue statement of any material fact contained omissions are based upon information regarding such Holder furnished in any offering statement under which writing to the Corporation by such Qualifiable Securities were qualified and sold pursuant to Regulation A promulgated under the Securities Act, any preliminary offering circular or final offering circular contained Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, thereto or arising out (2) in the case 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 an occurrence of an event of the circumstances under which they were madetype specified in Section 3(c)(ii)-(v), not misleading, the use by such Holder of an outdated or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by defective Prospectus after the Corporation that relate to any action or inaction by the Corporation has notified such Holder in connection with such registration statement or offering statement, and the Corporation will reimburse such Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, writing that the Corporation shall not be liable toProspectus is outdated or defective and prior to the receipt by such Holder of Advice or an amended or supplemented Prospectus, or required to indemnify, any Conversion Holder under this Section 10(h)(i) in any such case but only if and to the extent that any such loss, claim, damage, liability (following the receipt of the Advice or action the amended or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or alleged statement supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. The Corporation shall notify the Holders promptly of the institution, threat or alleged omission made in such registration statement or offering statement, assertion of any such preliminary prospectus, preliminary offering circular, final prospectus, final offering circular summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Proceeding of which the Corporation is aware in connection with the transactions contemplated by any such Conversion Holder or on such Conversion Holder’s behalf. The indemnity contained in this Section 10(h)(i) shall remain in full force and effect regardless of any investigation made by or on behalf of a Conversion Holder or any such Controlling Personthe Subscription Agreement.