Common use of Indemnification by the Corporation Clause in Contracts

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(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).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by applicable law, each holder of Registrable Securities Holder whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personPerson, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement or Proceedings in respect thereof (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) or any amendment thereof or supplement thereto or any document incorporated by reference therein) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holderHolder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder Holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personPerson, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claimLosses; provided, Loss, damage, liability, or action, provided that the Corporation will shall not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense Losses arises out of or is based on any untrue statement or omission by such holder Holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, disclosure package, Prospectus, offering circularcircular or any amendment thereof or supplement thereto, or any document incorporated by reference therein or other document in reliance upon and in conformity with written information furnished to the Corporation by or on behalf of such holder Holder or underwriter for use therein. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Loss, claim, damage, liability, Losses (or action Proceedings in respect thereof) if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld, conditioned or delayed by any Holder).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities (including, for the avoidance of doubt, any Carry Investor who indirectly holds Registrable Securities) whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personPerson, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personPerson, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Lossloss, claim, damage, liability, or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities Holder whose Registrable Securities are covered by a Registration Statement or Prospectus, the affiliates, officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each such controlling personperson (collectively, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter“Stockholder Indemnified Persons”), from and against any and all losses, claims, damages, liabilities, costs (including reasonable out-of-pocket costs of preparation and reasonable attorneys’ fees and any legal or other reasonable out-of-pocket fees or expenses incurred by such party in connection with any investigation or Proceedingproceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon upon: (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, circular or other document (including any related Registration Statement, notification“issuer free writing Prospectus” (as defined in Rule 433 under the Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, notification or the like) incident to any such registration, qualification, or compliance, or based on ; (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or ; or (iii) any violation by the Corporation of the Securities Act, the Exchange Act, any Act or state securities lawor blue sky laws or, or in each case, any rule or regulation thereunder applicable to the Corporation and (without limitation relating to action or inaction required of the preceding portions of this Section 8(a)) Corporation in connection with any such registration, qualification, or compliance, and will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Stockholder Indemnified Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, or action, ; provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense Loss arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) by such holder Holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, circular or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder Holder or underwriter specifically for use thereinin connection with the preparation of such Registration Statement, Prospectus, offering circular, or other document. It is agreed that the indemnity agreement contained in this Section 8(a2.7(a) shall not apply to amounts paid in settlement of any such Loss, claim, damage, liability, or action Loss if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld). The Corporation also agrees to indemnify any underwriter of Registrable Securities and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Stockholder Indemnified Persons in this Section 2.7(a).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, Act or any rule or regulation thereunder applicable to the Corporation and (without limitation relating to action or inaction required of the preceding portions of this Section 8(a)) Corporation in connection with any such registration, qualification, or compliance, and will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each person controlling such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personholder, each such underwriter, and each Person person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use thereinholder. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Lossloss, claim, damage, liability, or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by lawLaw, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, affiliates, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personPerson, each underwriter, if any, the officers, directors, partners, members, managers, shareholders, affiliates, accountants, attorneys, agents and employees of such underwriter and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriterunderwriter (collectively, “Holder Indemnitees”), from and against any and all losses, claims, damages (including punitive and exemplary damages), liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expensesexpenses (including interest, assessments, and other charges in connection therewith and disbursements of professional advisors), judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, Prospectus, any amendment (including any post-effective amendment) or supplement to any Registration Statement or Prospectus, any filing made in connection with the qualification of the offering circularunder the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or any other offering document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Corporation of the Securities Act, Act or of the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to violation by the Corporation and (without limitation of the preceding portions of this Section 8(a)) Agreement, and will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, Holder Indemnitee for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, Loss or actionProceeding, provided that the Corporation will not be liable to any Holder Indemnitee in any such case to the extent that any such claim, Loss, damage, liability, Loss or expense Proceeding arises out of or is based on any untrue statement or omission by such holder Holder Indemnitee or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, Prospectus or other offering document in reliance upon and in conformity with written information furnished to the Corporation by such holder Holder Indemnitee or underwriter expressly for use thereininclusion in such Registration Statement, Prospectus or other offering document. It is agreed that the indemnity agreement contained in this Section 8(a9(a) shall not apply to amounts paid in settlement of any such Loss, claim, damage, liability, Loss or action Proceeding if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld, conditioned or delayed). Such indemnity agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnitee and shall survive the Transfer of Registrable Securities by any such Holder Indemnitee.

Indemnification by the Corporation. The Corporation shall, without limitation as to timenotwithstanding any termination of this Agreement, indemnify indemnify, defend and hold harmlessharmless (I) each Holder, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, its partners, members, managers, shareholdersstockholders, accountantsAffiliates, attorneysand the directors, officers, employees and agents and employees of each of themthe foregoing, (II) each Person who controls each any such holder Holder (within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act) and ), the officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees Affiliates of each such controlling person, each underwriter, if anyPerson, and the directors, officers, employees and agents of each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of foregoing, collectively, “Holder Covered Persons”), to the Exchange Act) such underwriterfullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees fees) and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “LossesDamages”), as incurred, arising that arise out of or are based upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notificationany Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or the like) incident arising out of or relating to any such registration, qualification, or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein (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, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case except to the extent that any such claimthat, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that (A) such untrue statement (statements, alleged untrue statements, omissions or alleged untrue statement) or omission (or alleged omission) is made omissions are based solely upon information regarding such Holder furnished in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished writing to the Corporation by such holder Holder expressly for use therein. It is agreed , 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 (B) in the case of an occurrence of an event of the type specified in Section 3(a)(3)(E)-(G), related to the use by a Holder of an outdated or defective Prospectus after the Corporation has notified such Holder in writing that the indemnity agreement contained Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in this Section 8(a9(j) below. The Corporation shall not apply to amounts paid in settlement notify the Holders promptly of the institution, threat or assertion of any such Loss, claim, damage, liability, proceeding arising from or action if such settlement in connection with the transactions contemplated by this Agreement of which the Corporation is effected without aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the consent transfer of the Corporation (which consent shall not be unreasonably withheld)Registrable Securities by the Holders.

Indemnification by the Corporation. The Subject to the other provisions of this Article 8, in connection with a registration made pursuant to Article 2 or Article 3, the Corporation shallwill, without limitation as to timethe full extent permitted by applicable Law, indemnify and hold harmlessharmless each Selling Holder, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each any Person who controls each such holder (is or might be deemed to be a controlling Person of the Corporation or any of its Subsidiaries within the meaning of Section 15 of Canadian Securities Laws, the Securities Act or Section 20 of the Exchange Act) , their respective direct and the officersindirect partners, advisory board members, directors, partnersofficers, memberstrustees, managers, members and shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriterother Person, if any, and each Person who controls (any such Selling Holder or any such holder within the meaning of Section 15 of Canadian Securities Laws, the Securities Act or Section 20 of the Exchange ActAct (each such Person being a “Covered Person”) such underwriter, from and against any and all losseslosses (excluding loss of profits), claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expensespenalties, judgments, finessuits, penaltiescosts, charges damages, expenses or liabilities, joint or several (including reasonable costs of investigation and amounts paid in settlement legal expenses and any indemnity and contribution payments made to underwriters) (each, a “Loss” and, collectively, “Losses”), as incurredto which such Covered Person may become subject under Canadian Securities Laws, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities lawlaws or any other securities or other Law of any jurisdiction, the common law or otherwise, insofar as such Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in (a) any Canadian Preliminary Prospectus, Canadian Prospectus or any amendment or supplement thereto or any document incorporated by reference therein, or any rule other such disclosure document or regulation thereunder other document or report, or (b) any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary or final Prospectus, or any related summary Prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (ii) any omission or alleged omission to state a material fact required to be stated or necessary to make the statements not misleading in light of the circumstances in which they were made in (a) any Canadian Preliminary Prospectus, Canadian Prospectus or any amendment or supplement thereto or any document incorporated by reference therein, or any other such disclosure document or other document or report, or (b) any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary or final Prospectus, or any related summary Prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report; or (iii) any violation or alleged violation by the Corporation of any Law applicable to the Corporation and (without limitation of relating to action or inaction in connection with any such registration, disclosure document or other document or report, and the preceding portions of this Section 8(a)) Corporation will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Covered Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and or any other expenses reasonably incurred by such Covered Person in connection with investigating and investigating, responding to or defending or settling any such claim, Loss, damage, liability, actual or alleged Loss or action; provided, provided however, that the Corporation will not be liable to any Covered Person in any such case (x) to the extent that any such claim, Loss, damage, liability, or expense Loss arises out of or is based on upon any untrue or alleged untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such (i) Canadian Preliminary Prospectus or Canadian Prospectus, or any amendment or supplement thereto, incorporated document or other such disclosure document or other document or report, or (ii) Registration Statement, preliminary, final or summary Prospectus, offering circularor any amendment or supplement thereto, incorporated document or other such disclosure document or other document or report, in each case in reliance upon and in conformity with written information furnished to the Corporation Corporation, in writing, by or on behalf of such Covered Person specifically for use in the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including without limitation a sale of such Registrable Securities through any underwriter retained by such holder for use thereinSelling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final, supplemented or amended prospectus, and such Selling Holder failed to deliver a copy of the final, supplemented or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by Canadian Securities Laws or the Securities Act or, as applicable, after the Corporation had furnished such Selling Holder with a sufficient number of copies of the same. It is agreed that The indemnities of the indemnity agreement Corporation contained in this Section 8(a) 8.1 shall not apply to amounts paid remain in settlement full force and effect regardless of any investigation made by or on behalf of such Loss, claim, damage, liability, or action if such settlement is effected without the consent Covered Person and shall survive any transfer of securities. Any amounts advanced by the Corporation (which consent shall to an Indemnified Party pursuant to this Section 8.1 as a result of such Losses will be returned to the Corporation if it is finally determined by such a court in a judgment not be unreasonably withheld)subject to appeal or final review that such Indemnified Party was not entitled to indemnification by the Corporation.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation shall, without limitation as to time, shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary Prospectus, offering circularcontained therein or related thereto, or other document (including any related Registration Statementamendment or supplement thereto, notificationtogether with the documents incorporated by reference therein, or the like) any free writing prospectus utilized in connection therewith, incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents shareholders and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents shareholders and employees of each such controlling person, each such underwriter, and each Person person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, or action, ; provided that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, or expense arises out of or is based on any untrue statement or omission of a material fact by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) of a material fact is made in such Registration Statement, preliminary, final or summary Prospectus, offering circularcontained therein or related thereto, or other document any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith in reliance upon and in conformity with written information furnished to the Corporation by such holder or underwriter for use therein. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Lossloss, claim, damage, liability, or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personPerson, each underwriter, if any, and each Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personPerson, each such underwriter, underwriter and each Person who controls any such underwriter, underwriter for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(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).

Indemnification by the Corporation. The Corporation shall, without limitation as to timenotwithstanding any termination of this Agreement, indemnify and hold harmless, to the fullest extent permitted by law, harmless each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or ProspectusHolder, the officers, directors, members, partners, membersagents, managersbrokers (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), shareholders, accountants, attorneys, agents investment advisors and employees of each of themthe Corporation, each Person who controls each any such holder Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, membersagents, managers, shareholders, accountants, attorneys, agents investment advisors and employees of each such controlling personPerson, each underwriter, if any, and each Person who controls (within to the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriterfullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and including, without limitation, reasonable attorneys’ fees fees) and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon relating to (1) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Prospectus, offering circular, or other document (including any related a Registration Statement, notificationany Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or the like) incident arising out of or relating to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, misleading or (2) any violation or alleged violation by the Corporation of the Securities Act, the Exchange Act, Act or any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holderthereunder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claimthe performance of its obligations under this Agreement, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case except to the extent that any such claim, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriterextent, but only to the extent, that (i) such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made omissions are based solely upon information regarding such Holder furnished in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished writing to the Corporation by such holder Holder expressly for use therein. It is agreed , 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 a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the indemnity agreement contained Holder has approved Annex A hereto for this purpose) or (ii) in this the case of an occurrence of an event of the type specified in Section 8(a) 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Corporation has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 3(B)(d). The Corporation shall not apply to amounts paid in settlement notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Corporation is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Loss, claim, damage, liability, or action if such settlement is effected without indemnified person and shall survive the consent transfer of any Registrable Securities by any of the Corporation (which consent shall not be unreasonably withheldHolders in accordance with Section 6(e).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by lawLaw, each holder of Registrable Securities Holder whose Registrable Securities are covered by a Registration Statement or Prospectus, the affiliates, officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each such controlling personperson (collectively, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter“Stockholder Indemnified Persons”), from and against any and all losses, claims, damages, liabilities, costs (including reasonable out-of-pocket costs of preparation and reasonable attorneys’ fees and any legal or other reasonable out-of-pocket fees or expenses incurred by such party in connection with any investigation or Proceedingproceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon upon: (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, circular or other document (including any related Registration Statement, notification“issuer free writing Prospectus” (as defined in Rule 433 under the Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, notification or the like) incident to any such registration, qualification, or compliance, or based on ; (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or ; or (iii) any violation by the Corporation of the Securities Act, the Exchange Act, any Act or state securities lawor “blue sky” laws or, or in each case, any rule or regulation thereunder applicable to the Corporation and (without limitation relating to action or inaction required of the preceding portions of this Section 8(a)) Corporation in connection with any such registration, qualification, or compliance, and will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Stockholder Indemnified Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, or action, ; provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense Loss arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) by such holder Holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, circular or other document (including any related Registration Statement, “issuer free writing Prospectus” (as defined in Rule 433 under the Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, notification or the like) in reliance upon and in conformity with written information furnished to the Corporation by such holder Holder or underwriter specifically for use thereinin connection with the preparation of such Registration Statement, Prospectus, offering circular, or other document (including any related Registration Statement, “issuer free writing Prospectus” (as defined in Rule 433 under the Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, notification or the like). It is agreed that the indemnity agreement contained in this Section 8(a2.7(a) shall not apply to amounts paid in settlement of any such Loss, claim, damage, liability, or action Loss if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld). The Corporation also agrees to indemnify any underwriter of Registrable Securities and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Stockholder Indemnified Persons in this Section 2.7(a).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Lossloss, claim, damage, liability, or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld).

Indemnification by the Corporation. The Corporation shall, without limitation as agrees to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, harmless Optionee and Optionee's affiliates and agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all lossesloss, claimsclaim, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees damage or liability and any legal action in respect thereof to which Optionee or Optionee's affiliates or agents may become subject under the Securities Act of 1933 or the Securities Exchange Act of 1934 or any other fees statute or expenses incurred by common law, insofar as such party in connection with any investigation loss, claim, damage, liability or Proceeding)action arises out of, expensesor is based upon, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon 1) any untrue statement (or alleged untrue statement) statement of a material fact made in connection with the sale of Option Stock, whether or not such statement is contained or incorporated by reference in any Prospectusregistration statement or prospectus relating to the Option Stock (as amended or supplemented if the Corporation shall have furnished any amendments or supplements thereto) or any preliminary prospectus, offering circularother than as would be subject to indemnification by the Optionee under Section 15.b, or other document (including any related Registration Statement, notification, or the like2) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein in any such registration statement or prospectus or necessary to make the statements therein not misleading, other than as would be subject to indemnification by the Optionee under Section 15.b, or (3) any violation by the Corporation of the Securities Actany federal, the Exchange Act, any state securities or common law, or any rule Rule or regulation thereunder applicable to the Corporation and (without limitation relating to action required of or inaction by the Corporation in connection with such registration. The Corporation also shall promptly, but in no event more than ten business days, pay directly or reimburse Optionee and Optionee's affiliates and agents for any legal and other expenses incurred by any of them in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action. The Corporation shall either promptly, but in no event in more than ten business days, pay directly all amounts which it is required to pay hereunder or shall reimburse the requesting party for such amounts within ten business days after any request for such reimbursement. The Corporation also shall indemnify any Underwriter of the preceding portions of this Section 8(a)) will reimburse each such holderOption Shares, each of its their officers, affiliates, directors, partners, members, managers, shareholders, accountants, attorneys, members and agents and employees and each Person person who controls each such holder and Underwriters on substantially the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees same basis as that of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred the indemnification of Optionee provided in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use thereinthis Section. It is agreed that the The indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Lossloss, claim, damage, liability, damage or liability or any action in respect thereof if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld), nor shall the Corporation be liable to the Optionee or Optionee's affiliates or agents in any such case for any loss, claim, damage, liability or any action in respect thereof to the extent that it arises solely from or is based solely upon and is in conformity with written information relating to Optionee furnished expressly for use in connection with such registration by Optionee or its agents, nor shall the Corporation be liable to Optionee for any such loss, claim, damage or liability or any action in respect thereof to the extent it arises solely from or is based solely upon (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to Option Stock delivered by Optionee after the Corporation had provided written notice to the Optionee that such registration statement or prospectus contained such untrue statement or alleged untrue statement of a material fact, or (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading after the Corporation had provided written notice to Optionee that such registration statement or prospectus contained such omission or alleged omission.

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(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).

Indemnification by the Corporation. The In the event of the registration of any Registrable Securities under the Securities Act pursuant to the provisions hereof, the Corporation shall, without limitation as to time, indemnify and hold harmlesswill, to the fullest extent permitted by law, indemnify and hold harmless each holder of Registrable Holder, any underwriter (as defined in the Securities whose Registrable Securities are covered by a Registration Statement or ProspectusAct) for such Holder and each person, the officersif any, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of Act (each such controlling person being hereinafter sometimes referred to as an “indemnified person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter”), from and against any and all losses, claims, damages, liabilitiesliabilities or expenses, costs (including costs of preparation joint or several, to which such indemnified person may become subject under the Securities Act, the Exchange Act, state securities laws and reasonable attorneys’ fees and any legal Blue Sky laws or other fees otherwise, insofar as such losses, claims, damages, liabilities or expenses incurred by such party (or actions in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising respect thereof) arise out of or are based upon (i) any untrue statement (or alleged untrue statement) statement of a any material fact contained or incorporated by reference in any Prospectus, offering circularregistration statement or prospectus or any amendment or supplement thereto or in any preliminary prospectus, or other any document (including any related Registration Statement, notificationincorporated by reference therein, or (ii) the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Corporation of the Securities Act, the Exchange Act, any “blue sky” or other state securities law, laws or any rule or regulation promulgated thereunder applicable to and the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, indemnified person for any legal and or any other expenses reasonably incurred by such indemnified person in connection with investigating and or defending or settling any such loss, claim, Loss, damage, liabilityliability or action as such expenses are incurred; provided, or actionhowever, provided that the Corporation will not be liable in any such case to the extent that any such loss, claim, Loss, damage, liability, damage or expense liability arises out of or is based on any upon an untrue statement or alleged untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue omission made or incorporated by reference in the registration statement) , prospectus, amendment or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document supplement in reliance upon and in conformity with written information furnished to the Corporation by such holder indemnified person stating specifically that it is for use therein. It is agreed in preparation thereof; and provided, further, that the indemnity agreement contained in this Section 8(a) Corporation shall not apply have no obligation hereunder nor any liability with respect to amounts paid in any settlement of any such Loss, claim, damage, liability, action or action if such settlement is proceeding effected without the consent of the Corporation (its written consent, which consent shall not be unreasonably withheld), delayed or conditioned, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Corporation agrees to indemnify and hold harmless such indemnified parties from and against any loss or liability by reason of such settlement or judgment. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of such Registrable Securities by such seller.

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholdersstockholders, affiliates, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each such controlling personPerson, each underwriterunderwriter or Qualified Independent Underwriter, if any, the officers, directors, partners, members, managers, stockholders, affiliates, accountants, attorneys, agents and employees of such underwriter or Qualified Independent Underwriter, and each Person other Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriterunderwriter or Qualified Independent Underwriter (collectively, “Holder Indemnitees”), from and against any and all losses, claims, damages, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, Prospectus, any amendment (including any post-effective amendment) or supplement to any Registration Statement or Prospectus, any filing made in connection with the qualification of the offering circularunder the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or any other offering document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, (ii) any untrue statement or alleged untrue statement of a material fact in the information conveyed by the Corporation to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein, or (iii) any violation by the Corporation of the Securities Actany federal, the Exchange Act, any state securities law, or any common law rule or regulation thereunder applicable to the Corporation and (without limitation relating to action required of or inaction by the preceding portions of this Section 8(a)) Corporation in connection with any such registration, and will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, Holder Indemnitee for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or actionaction as such expenses are incurred, provided that the Corporation will not be liable to any Holder Indemnitee in any such case to the extent that any such Loss, claim, Loss, damage, liability, action or expense arises out of or is based on any untrue statement or omission by such holder Holder Indemnitee or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, Prospectus or other offering document in reliance upon and in conformity with written information furnished to the Corporation by such holder Holder Indemnitee or underwriter expressly for use thereininclusion in such Registration Statement, Prospectus or other offering document. It is agreed that the indemnity agreement contained in this Section 8(a9(a) shall not apply to amounts paid in settlement of any such Loss, claim, damage, liability, liability or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld, conditioned or delayed). Such indemnity agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnitee and shall survive the Transfer of Registrable Securities by any such Holder Indemnitee.

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by lawLaw, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents agents, representatives and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, affiliates, members, managers, shareholders, accountants, attorneys, agents agents, representatives and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any ProspectusProspectus (including without limitation preliminary or final), offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation or any of its affiliates, employees, officers, directors or agents of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents agents, representatives and employees and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) each such holder and the officers, directors, partners, affiliates, members, managers, shareholders, accountants, attorneys, agents agents, representatives and employees of each such controlling person, each such underwriter, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, Loss or action, ; provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense Loss arises out of or is based on (i) any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein, (ii) offers or sales effected by or on behalf of such holder “by means of” (as defined in Rule 159A under the Securities Act) a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized in writing by the Corporation or (iii) the failure of any holder to deliver or make available to a purchaser of Registrable Securities a copy of any Registration Statement, including any preliminary or final Prospectus contained therein or any amendments or supplements thereto (if the same was required by applicable Law to be delivered or made available); provided that the Corporation shall have delivered to such holder such Registration Statement, including such preliminary or final Prospectus contained therein and any amendments or supplements thereto. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Loss, claim, damage, liability, Loss or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to To the fullest extent permitted by law, the Corporation will indemnify each holder Holder, each of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, its officers and directors, partners, members, managers, shareholders, accountants, attorneys, agents partners and employees of each of them, legal counsel and each Person who controls each controlling such holder (Holder within the meaning of Section 15 of the Securities Act Act, with respect to which registration, qualification or Section 20 of the Exchange Act) compliance has been effected pursuant to this Agreement, and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (any underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all lossesexpenses, claims, damageslosses, liabilities, costs damages or liabilities (including costs of preparation and reasonable attorneys’ fees and any legal or other fees actions or expenses incurred by such party proceedings in connection with any investigation or Proceedingrespect thereof), expenses, judgments, fines, penalties, charges and amounts paid including any of the foregoing incurred in settlement (collectivelyof any litigation, “Losses”), as incurredcommenced or threatened, arising out of or based upon on any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectusregistration statement, prospectus, offering circularcircular or other document, or other document (including any related Registration Statementamendment or supplement thereto, notification, or the like) incident to any such registration, qualification, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, Act or any rule or regulation thereunder promulgated under the Securities Act applicable to the Corporation in connection with any such registration, qualification or compliance, and (without limitation of the preceding portions of this Section 8(a)) Corporation will reimburse each such holderHolder, each of its officers, officers and directors, partners, members, managers, shareholders, accountants, attorneys, agents partners and employees legal counsel and each Person who controls each controlling such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personHolder, each such underwriter, underwriter and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and investigating, preparing, settling or defending or settling any such claim, Lossloss, damage, liability, liability or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Corporation by such holder Holder, controlling Person or underwriterunderwriter and stated to be specifically for use therein. Notwithstanding the foregoing, but only insofar as the foregoing indemnity relates to the extent, that any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statementthe preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Commission, Prospectus, offering circular, or other document in reliance upon and in conformity with written information the indemnity agreement herein shall not inure to the benefit of any underwriter if a copy of the final prospectus filed pursuant to Rule 424(b) was not furnished to the Corporation by such holder for use therein. It is agreed that Person or entity asserting the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Loss, claim, damageloss, liability, claim or action if damage at or prior to the time such settlement furnishing is effected without required by the consent of the Corporation (which consent shall not be unreasonably withheld)Securities Act.

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, Notwithstanding Section 5.3 to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectuscontrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent, and any dividend disbursing agent or redemption agent (including each of their officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of employees) against, and hold each of themthem harmless from and against, each Person who controls each such holder any fee, loss, damage, cost, penalty, fine, judgment, liability or expense (within including the meaning reasonable and documented costs and expenses of Section 15 its legal counsel) which may arise out of acts performed, suffered or omitted to be taken in connection with this Deposit Agreement (including, without limitation, the Securities Act enforcement by the Depositary, Depositary’s Agent, Registrar, Transfer Agent, dividend disbursing agent or Section 20 of the Exchange Actredemption agent, respectively, under this Deposit Agreement) and the officersReceipts by the Depositary, directorsany Transfer Agent, partnersany Registrar, membersdividend distribution agent, managersredemption agent, shareholdersor any of their respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, accountantsexcept for any liability arising out of gross negligence, attorneyswillful misconduct, agents and employees fraud or bad faith (each as determined by a final non-appealable order, judgment, decree or ruling of each a court of competent jurisdiction) on the respective parts of any such controlling personPerson or Persons. From time to time, each underwriterthe Corporation may provide the Depositary with instructions concerning the services performed by the Depositary hereunder. In addition, if anyat any time the Depositary may apply to any officer of the Corporation for instruction, and each Person who controls (within may consult with legal counsel for the meaning of Section 15 of Depositary or the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against Corporation with respect to any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party matter arising in connection with the services to be performed by the Depositary under this Deposit Agreement. The Depositary, any investigation or Proceeding)Depositary’s Agent, expensesany Registrar, judgments, fines, penalties, charges any Transfer Agent and amounts paid in settlement (collectively, “Losses”)their respective agents and subcontractors, as incurredapplicable, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to shall not be stated therein or necessary to make the statements therein not misleading, or any violation liable and shall be indemnified by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending action taken, suffered or settling any such claim, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission omitted by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document them in reliance upon and in conformity with any Corporation instructions. The Depositary shall not be held to have notice of any change of authority of any person, until receipt of written information furnished to notice thereof from the Corporation. The obligations of the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained set forth in this Section 8(a) 5.6 shall not apply to amounts paid in settlement survive the termination of this Deposit Agreement and any replacement, removal, resignation or succession of any such LossDepositary, claimRegistrar, damage, liability, Transfer Agent or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld)Depositary’s Agent.

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or ProspectusHolder, the its Affiliates, officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each such controlling personperson (collectively, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter“Stockholder Indemnified Persons”), from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, circular or other document (including any related Registration Statement, notification“issuer free writing prospectus” (as defined in Rule 433 under the Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, notification or the like) incident to any such registration, qualification, or compliance, or based on (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation by the Corporation of the Securities Act, the Exchange Act, any Act or state securities lawor Blue Sky laws or, or in each case, any rule or regulation thereunder applicable to the Corporation and (without limitation relating to action or inaction required of the preceding portions of this Section 8(a)) Corporation in connection with any such registration, qualification, or compliance, and will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Stockholder Indemnified Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, or action; provided, provided however, that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder Holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder Holder or underwriter specifically for use thereinin connection with the preparation of such Registration Statement, Prospectus, offering circular or other document. It is agreed The Corporation also agrees to indemnify any underwriter of Registrable Securities and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the indemnity agreement contained Stockholder Indemnified Persons in this Section 8(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 withheld7(a).

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation shall, without limitation as to time, shall indemnify and hold harmlessharmless each Holder of such Registrable Securities, to the fullest extent permitted by lawsuch Holder's directors, officers, employees and agents, each holder underwriter who participated in the offering of such Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectusand each other Person, the officersif any, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilitiesliabilities or expenses, costs (including costs of preparation and reasonable attorneys’ fees and joint or several, to which such Holder or any legal such director, officer, employee or agent or underwriter or controlling Person may become subject under the Securities Act or any other fees statute or at common law, insofar as such losses, claims, damages, liabilities or expenses incurred by such party (or actions in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising respect thereof) arise out of or are based upon (i) any untrue statement (or alleged untrue statement) statement of a any material fact contained contained, on the effective date thereof, in any Prospectusregistration statement under which such Registrable Securities were registered under the Securities Act, offering circularany preliminary prospectus or final prospectus contained therein, or other document (including any related Registration Statement, notificationamendment or supplement thereto, or the like(ii) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Holder or any violation by the Corporation of the Securities Actsuch director, the Exchange Actofficer, any state securities law, employee or any rule agent or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each underwriter or controlling Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and or any other expenses reasonably incurred by such Holder or such director, officer, employee or agent or underwriter or controlling Person in connection with investigating and defending or defending, settling or satisfying any such loss, claim, Loss, damage, liability, expense or action; provided, provided however, that the Corporation will shall not be liable in any such case to the extent that any such loss, claim, Loss, damage, liability, liability or expense arises out of or is based on upon any untrue statement or omission by such holder or underwriter, but only to the extent, that such alleged untrue statement (or any omission or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statementregistration statement, Prospectus, offering circularpreliminary prospectus, or other document amendment or supplement in reliance upon and in conformity with written information furnished to the Corporation by such holder Holder specifically for use therein. It is agreed that the Such indemnity agreement contained shall remain in this Section 8(a) shall not apply to amounts paid in settlement full force and effect regardless of any investigation made by or on behalf of such LossHolder or such director, claimofficer, damageemployee or agent or underwriter or controlling Person, liability, or action if and shall survive the transfer of such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld)Registrable Securities by such Holder.

Indemnification by the Corporation. 11.1 The Corporation shall, without limitation as to time, shall fully indemnify and hold harmless, to save harmless the fullest extent permitted by lawAgent, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, its Affiliates and each of its directors, partners, members, managersofficers, shareholders, accountants, attorneys, employees and agents and employees of each of them, each Person person who controls each such holder the Agent (within collectively, the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act"Indemnified Parties" and individually an "Indemnified Party") and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losseslosses (other than loss of profit), costs, expenses, claims, demands, actions, complaints, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges taxes, interest and amounts liabilities, joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the fees and expenses of the Indemnified Parties' counsel on a solicitor and his own client basis that may be incurred in advising with respect to or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, “Losses”)the "Claims") to which any Indemnified Party may become subject or otherwise involved or which any Indemnified Party may suffer or incur, in any capacity, insofar as incurredClaims relate to, arising are caused by, result from, arise out of or are based upon upon, directly or indirectly, the engagement and activities of the Agent under this Agreement, including without limitation: (a) any untrue breach of, default under or failure to perform or fulfill any representation, warranty or covenant or agreement of the Corporation, in this Agreement, the Warrant Indenture, the Warrant Certificates, the Agent's Warrant Certificate or any other document to be delivered pursuant hereto; (b) any information or statement (or alleged untrue statement) of a material fact that does not constitute Agent's Information contained in any this Agreement, the Warrant Indenture, the Warrant Certificates, the Agent's Warrant Certificate, the Preliminary Prospectus, offering circularthe Prospectus, or other document (including any related the Registration Statement, notificationany Supplementary Material, any marketing material used in connection with the offer and sale of Units, or any other material or document filed under any Securities Laws or delivered by or on behalf of the likeCorporation thereunder or pursuant to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or is or is alleged to be untrue, false or misleading; (c) incident any omission or alleged omission to state in the Preliminary Prospectus, the Prospectus, the Registration Statement, any such registrationSupplementary Material, qualificationany marketing material used in connection with the offer and sale of Units, or complianceany other material or document filed under any Securities Laws or delivered by or on behalf of the Corporation thereunder or pursuant to this Agreement, any fact or based on any omission (information other than Agent's Information, whether material or alleged omission) to state therein a material fact not, required to be stated therein or necessary to make the statements any statement therein not misleading, or any violation by the Corporation misleading in light of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(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 (circumstances under which consent shall not be unreasonably withheld).it was made;

Indemnification by the Corporation. The In the event of the registration of any Registrable Securities under the Securities Act pursuant to the provisions hereof, the Corporation shall, without limitation as to time, indemnify and hold harmlesswill, to the fullest extent permitted by law, indemnify and hold harmless each holder of Registrable Holder, any underwriter (as defined in the Securities whose Registrable Securities are covered by a Registration Statement or ProspectusAct) for such Holder and each person, the officersif any, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of Act (each such controlling person being hereinafter sometimes referred to as an “indemnified person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter”), from and against any and all losses, claims, damages, liabilitiesliabilities or expenses, costs (including costs of preparation joint or several, to which such indemnified person may become subject under the Securities Act, the Exchange Act, state securities laws and reasonable attorneys’ fees and any legal Blue Sky laws or other fees otherwise, insofar as such losses, claims, damages, liabilities or expenses incurred by such party (or actions in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising respect thereof) arise out of or are based upon any (i) any, untrue statement (or alleged untrue statement) statement of a any material fact contained or incorporated by reference in any Prospectus, offering circularregistration statement or prospectus or any amendment or supplement thereto or in any preliminary prospectus, or other any document (including any related Registration Statement, notificationincorporated by reference therein, or (ii) the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Corporation of the Securities Act, the Exchange Act, any “blue sky” or other state securities law, laws or any rule or regulation promulgated thereunder applicable to and the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, indemnified person for any legal and or any other expenses reasonably incurred by such indemnified person in connection with investigating and or defending or settling any such loss, claim, Loss, damage, liabilityliability or action as such expenses are incurred; provided, or actionhowever, provided that the Corporation will not be liable in any such case to the extent that any such loss, claim, Loss, damage, liability, damage or expense liability arises out of or is based on any upon an untrue statement or alleged untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue omission made or incorporated by reference in the registration statement) , prospectus, amendment, supplement or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder indemnified person stating specifically that it is for use therein. It is agreed in preparation thereof; and provided, further, that the indemnity agreement contained in this Section 8(a) Corporation shall not apply have no obligation hereunder nor any liability with respect to amounts paid in any settlement of any such Loss, claim, damage, liability, action or action if such settlement is proceeding effected without the consent of the Corporation (its written consent, which consent shall not be unreasonably withheld), delayed or conditioned, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Corporation agrees to indemnify and hold harmless such indemnified parties from and against any loss or liability by reason of such settlement or judgment. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of such Registrable Securities by such seller.

Indemnification by the Corporation. The In the event of any registration of any securities of the Corporation shallunder the Securities Act, without limitation as to time, the Corporation will indemnify and hold harmless, to the fullest extent permitted by lawharmless each Holder, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the its officers, directors, partners, membersemployees, managersagents, shareholders, accountants, attorneys, agents attorneys and employees of each of them, consultants and each Person who controls each controlling such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) Holder, and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such any underwriter, from and against any and all claims, losses, claims, damages, damages and liabilities, costs joint and several (including costs of preparation and reasonable attorneys’ fees and any legal or other fees actions, proceedings or expenses incurred by such party settlements in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectusprospectus, offering circular, circular or other document (including any related Registration Statementregistration statement, notification, notification or the like) incident to any such registration, qualification, qualification or compliance, or based on upon any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, Act or any rule or regulation thereunder applicable to the Corporation and (without limitation relating to action or inaction required of the preceding portions of this Section 8(a)) Corporation in connection with any such registration, qualification or compliance, and will reimburse each such holderHolder, each of its officers, directors, directors and partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each controlling such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personHolder, each such underwriter, underwriter and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, liability or action; provided, provided however, that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, liability or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with based upon written information furnished to the Corporation by such holder Holder or underwriter and expressly stated to be specifically for use therein. It is agreed that the indemnity agreement contained in this Section 8(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).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(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).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each such controlling personPerson, each underwriter, if any, and each Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each such controlling personPerson, each such underwriter, underwriter and each Person who controls any such underwriter, underwriter for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(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).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by applicable law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personPerson, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement or Proceedings in respect thereof (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, disclosure package, Prospectus, offering circular, or other document (including any related Registration Statement, notification, or the like) or any amendment thereof or supplement thereto or any document incorporated by reference therein) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling personPerson, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claimLosses; provided, Loss, damage, liability, or action, provided that the Corporation will shall not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense Losses arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, disclosure package, Prospectus, offering circularcircular or any amendment thereof or supplement thereto, or any document incorporated by reference therein or other document in reliance upon and in conformity with written information furnished to the Corporation by or on behalf of such holder or underwriter for use therein. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Loss, claim, damage, liability, Losses (or action Proceedings in respect thereof) if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld, conditioned or delayed).

Indemnification by the Corporation. The Subject to the ---------------------------------- conditions set forth below, in connection with any registration of Registrable Securities pursuant to Section (a) or (b) above, the Corporation shall, without limitation as agrees to time, indemnify and hold harmlessharmless Holder, to any underwriter for the fullest extent permitted by law, offering and each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the their officers, directors, partners, members, managers, shareholders, accountants, attorneys, directors and agents and employees of each of themother person, each Person if any, who controls each Holder or such holder (underwriter within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the Exchange Actas follows: (i) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against Against any and all lossesloss, claimsclaim, damagesdamage and expense whatsoever, liabilities, costs (including costs of preparation and reasonable attorneys’ ' fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges including attorney's fees and amounts paid in settlement (collectively, “Losses”), as incurredexpenses, 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 statement (or alleged untrue statement) of a material fact statement contained in any Prospectuspreliminary prospectus (if used prior to the effective date of the Registration Statement), offering circularthe Registration Statement or the prospectus (as from time to time amended and supplemented), or in any application or other document (including executed by the Corporation or based upon written information furnished by the Corporation filed in any related Registration Statement, notification, jurisdiction in order to qualify the Corporation's securities under the securities laws thereof; or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or necessary to make the statements 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, filing or implementing the Registration Statement; provided, however, that the indemnity contained in this subsection (i) shall not apply to a Holder of Registrable Securities Actwith respect to any loss, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, liability or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense arises action arising out of or is based on upon any untrue or alleged untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written any information furnished in writing to the Corporation by or on behalf of such holder Holder expressly for use therein. It is agreed that in connection therewith; (ii) Subject to the indemnity agreement proviso contained in this Section 8(asubsection (i) shall not apply above, against any and all loss, liability, claim, damage and expense whatsoever, including attorneys' fees and expenses, to amounts the extent of the aggregate amount paid in settlement of any such Losslitigation, claim, damage, liabilitycommenced or threatened, or action of any claim whatsoever based upon any such untrue statement or omission or any such alleged 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 without with the written consent of the Corporation. (iii) 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 Holder 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 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 interest of the parties, in which consent case the Corporation shall not be unreasonably withheld)continue to pay the fees of such counsel.

Indemnification by the Corporation. The In the event any Registrable Securities are included in any underwritten Public Offering pursuant to the provisions of Section 3, and, in connection with such Public Offerings, Registrable Securities are sold, the Corporation shall, without limitation as to time, shall indemnify and hold harmless, to the fullest extent permitted by applicable law, each holder Shareholder who is a seller of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each in such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, Public Offering from and against any and all losses, claims, damagesdamages or liabilities (or Proceedings in respect thereof), liabilitiesjoint or several, costs (including costs of preparation and reasonable attorneys’ fees and to which such Shareholder may be or become subject under the Securities Act, the Exchange Act or any legal other securities or other fees law of any jurisdiction, insofar as such losses, claims, damages or expenses incurred by such party liabilities (or Proceedings in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising respect thereof) arise out of or are based upon (i) any untrue statement (or alleged untrue statement) statement of a any material fact contained or incorporated by reference in any Registration Statement under the Securities Act, any preliminary Prospectus or final Prospectus included therein, or any related summary Prospectus, offering circularor any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document (including any related Registration Statement, notificationor report, or the like(ii) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Shareholder for any out-of-pocket legal or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other out-of-pocket expenses reasonably incurred by it in connection with investigating and or defending or settling any such loss, claim, Lossdamage or liability (or any Proceedings in respect thereof); provided, damagehowever, liability, or action, provided that the Corporation will shall not be liable to any such Shareholder in any such case to the extent that any such loss, claim, Loss, damage, liability, damage or expense liability (or Proceeding) arises out of or is based on any upon an untrue statement or alleged untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, any such preliminary Prospectus, offering circularfinal Prospectus, summary Prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Corporation in writing by such holder or on behalf of any Shareholder for use thereinin the preparation thereof. It is agreed that the indemnity agreement contained Corporation’s indemnification obligations provided for in this Section 8(a4(a) shall not apply to amounts paid in settlement of any such Losslosses, claimclaims, damage, liability, damages or action liabilities (or Proceedings in respect thereof) if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld).

Indemnification by the Corporation. 11.1 The Corporation shall, without limitation as to time, shall fully indemnify and hold harmless, to save harmless the fullest extent permitted by lawAgent, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, its Affiliates and each of its directors, partners, members, managersofficers, shareholders, accountants, attorneys, employees and agents and employees of each of them, each Person person who controls each such holder the Agent (within collectively, the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act"Indemnified Parties" and individually an "Indemnified Party") and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losseslosses (other than loss of profit), costs, expenses, claims, demands, actions, complaints, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges taxes, interest and amounts liabilities, joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the fees and expenses of the Indemnified Parties' counsel on a solicitor and his own client basis that may be incurred in advising with respect to or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, “Losses”)the "Claims") to which any Indemnified Party may become subject or otherwise involved or which any Indemnified Party may suffer or incur, in any capacity, insofar as incurredClaims relate to, arising are caused by, result from, arise out of or are based upon upon, directly or indirectly, the engagement and activities of the Agent under this Agreement, including without limitation: (a) any untrue breach of, default under or failure to perform or fulfill any representation, warranty or covenant or agreement of the Corporation, in this Agreement, the Warrant Indenture, the Warrant Certificates, the Agent's Warrant Certificate or any other document to be delivered pursuant hereto; (b) any information or statement (or alleged untrue statement) of a material fact that does not constitute Agent's Information contained in any this Agreement, the Warrant Indenture, the Warrant Certificates, the Agent's Warrant Certificate, the Preliminary Prospectus, offering circularthe Prospectus, or other document (including any related the Registration Statement, notificationany Supplementary Material, any marketing material used in connection with the offer and sale of Units, or any other material or document filed under any Securities Laws or delivered by or on behalf of the likeCorporation thereunder or pursuant to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or is or is alleged to be untrue, false or misleading; (c) incident any omission or alleged omission to state in the Preliminary Prospectus, the Prospectus, the Registration Statement, any such registrationSupplementary Material, qualificationany marketing material used in connection with the offer and sale of Units, or complianceany other material or document filed under any Securities Laws or delivered by or on behalf of the Corporation thereunder or pursuant to this Agreement, any fact or based on any omission (information other than Agent's Information, whether material or alleged omission) to state therein a material fact not, required to be stated therein or necessary to make the statements any statement therein not misleadingmisleading in light of the circumstances under which it was made; (d) any order made or any inquiry, investigation or proceeding commenced or threatened by any court, governmental agency or body or regulatory authority, arbitrator, administrative tribunal or stock exchange based upon any actual or alleged untrue statement, omission or misrepresentation (not relating solely to Agent's Information) in the Preliminary Prospectus, the Prospectus, the Registration Statement, any Supplementary Material, any marketing material used in connection with the offer and sale of Units, or any violation other material or document filed or delivered by the Corporation under any Securities Laws or pursuant to this Agreement (except any material or document delivered or filed solely by the Agent) or based upon any failure to comply with Securities Laws (other than any failure or alleged failure to comply solely by the Agent) which prevents or restricts the trading in or the sale or distribution of the Common Shares or any other securities of the Corporation in any of the Qualifying Provinces or the United States; or (e) the non-compliance or alleged non-compliance by the Corporation with any requirements of the Securities Act, the Exchange Act, any state securities lawLaws, or any rule or regulation thereunder the by-laws, rules and regulations of the TSXV, as applicable to the Corporation, including the Corporation's non- compliance with any requirement to make any document available for inspection. Notwithstanding the foregoing provisions of this section 11.1, no party who has engaged in any fraud, fraudulent misrepresentation, wilful default or negligence shall be entitled, to the extent that the liabilities, claims, losses, costs, damages or expenses were caused by such activity, to claim indemnification from the Corporation or any person who has not engaged in such fraud, fraudulent misrepresentation, wilful default or negligence. 11.2 If any claim is asserted against any of the Indemnified Parties, or if any potential Claim contemplated by this section 11 shall come to the knowledge of any Indemnified Party, the Indemnified Party concerned shall notify the Corporation as soon as possible of the nature of such Claim (provided that any failure to so notify shall not affect the Corporation's liability under this section 11 except and only to the extent that the Corporation demonstrates that any failure to so notify in respect to an actual Claim materially prejudiced the defence of such Claim by the Corporation) and the Corporation shall, subject as hereinafter provided, be entitled (but not required) at its expense to assume the defence of any suit brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no admission of liability or settlement of any such Claim may be made by the Corporation or the Indemnified Party without, in each case, the prior written consent of all the affected parties hereto, such consent not to be unreasonably withheld. 11.3 In respect of any such Claim, an Indemnified Party shall have the right to retain separate or additional counsel to act on his or her or its behalf and participate in the defence thereof, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (a) the Corporation does not assume the defence of such suit on behalf of the Indemnified Party within ten Business Days of the Corporation receiving written notice of such Claim; (b) the Corporation and (without limitation the Indemnified Party shall have mutually agreed to the retention of the preceding portions other counsel; or (c) the named parties to any such Claim (including any added third or interpleaded party) include both the Indemnified Party, on the one hand, and the Corporation, on the other hand, and the Indemnified Party shall have been advised by its counsel that representation of this Section 8(a)) will reimburse each such holder, both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them. In each of its officerscases (a), directors(b) or (c), partnersthe Corporation shall not have the right to assume the defence of such Claim but shall be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party provided that the Corporation shall not, membersin connection with any one such action or separate but substantially similar related actions in the same jurisdiction arising out of the same general allegations or circumstances, managersbe liable for the fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Parties. 11.4 If any legal proceedings shall be instituted against the Corporation or if any regulatory authority or stock exchange shall carry out an investigation of the Corporation and, shareholdersin either case, accountantsany Indemnified Party is required to testify, attorneysor respond to procedures designed to discover information, agents and employees and each Person who controls each such holder in connection with or by reason of the services performed by the Agent hereunder, the Indemnified Parties may employ their own legal counsel and the officersCorporation shall pay and reimburse the Indemnified Parties for the reasonable fees, directorscharges and disbursements (on a full indemnity basis) of such legal counsel, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any the other expenses reasonably incurred by the Indemnified Parties in connection with investigating such proceedings or investigation. 11.5 With respect to any of its related Indemnified Parties who are not parties to this Agreement, the Agent shall obtain and defending or settling any hold the rights and benefits of this section 11 and section 12 in trust for and on behalf of such claim, Loss, damage, liability, or action, provided that Indemnified Parties and the Corporation will not be liable in any Agent agrees to accept such case trust and to hold the extent that any benefit of and enforce performance of such claim, Loss, damage, liability, or expense arises out covenants on behalf of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the persons. 11.6 The rights of indemnity agreement contained in this Section 8(a) section 11 in respect of a Claim based on a misrepresentation or omission or alleged misrepresentation or omission in the Prospectus shall not apply if the Corporation has complied with sections 4 and 5 and where it is determined by a court of competent jurisdiction by final judgement that the person asserting such Claim was not provided with a copy of the Supplementary Material (if required under the Securities Laws to amounts paid have been so delivered to such person by the Agent) which corrects such misrepresentation or omission or alleged misrepresentation or omission, if such claim would have no basis had such delivery been made. 11.7 The rights and remedies of the Agent set forth in settlement of sections 11, 12 and 17 are to the fullest extent possible in law cumulative and not alternative and the election by the Agent to exercise any such Lossright or remedy shall not be, claim, damage, liability, or action if such settlement is effected without the consent of the Corporation (which consent and shall not be unreasonably withheld)deemed to be, a waiver of any of the other of such rights and remedies.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation shall, without limitation as to time, shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary Prospectus, offering circularcontained therein or related thereto, or other document (including any related Registration Statementamendment or supplement thereto, notificationtogether with the documents incorporated by reference therein, or the like) any free writing prospectus utilized in connection therewith, incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents shareholders and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents shareholders and employees of each such controlling person, each such underwriter, and each Person person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, or action, ; provided that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, preliminary, final or summary Prospectus, offering circularcontained therein or related thereto, or other document any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Lossloss, claim, damage, liability, or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld).

Indemnification by the Corporation. The In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation shall, without limitation as to time, will indemnify and hold harmlessharmless each Holder participating in the registration, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, its directors, partnersstockholders, membersofficers and partners and each underwriter involved in such registration and each other person, managersif any, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (selling Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the Act against any losses, claims, damages or liabilities (or actions in respect thereof), joint or several, to which each selling Holder or its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each stockholders or partners or underwriter or controlling person may become subject insofar as such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs damages or liabilities (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party actions in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any ProspectusRegistration Statement under which such Registrable Securities were registered under the Securities Act, offering circular, any preliminary prospectus or other document (including any related final prospectus contained in such Registration Statement, notificationor any amendment or supplement to such Registration Statement, or arise out of or are based upon the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holderselling Holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents stockholders and employees partners and each Person who controls each such holder underwriter and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, person for any legal and or any other expenses reasonably incurred by any of them as they are incurred in connection with investigating and or defending or settling any such loss, claim, Loss, damage, liability, liability or action; provided, provided however, that the Corporation will not be liable to any selling Holder or its officers, directors, stockholders or partners or controlling persons in any such case to the extent that any such loss, claim, Loss, damage, liability, damage or expense liability arises out of or is based on upon any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circularpreliminary prospectus or final prospectus, or other document any such amendment or supplement thereto, (i) in reliance upon and in conformity with written information furnished to the Corporation Corporation, in writing, by or on behalf of such selling Holder or its officers, directors, stockholders or partners or controlling persons, specifically for use in the preparation of such Registration Statement, 12 13 Medsxxx.xxx, Xxc. Rights Agreement preliminary prospectus or final prospectus or amendment or supplement thereto, or (ii) where such untrue statement or omission or alleged untrue statement or omission (A) was corrected in a subsequent final prospectus delivered in sufficient number to the selling Holder pursuant to Section 10(a)(v) hereof and with sufficient time to permit distribution by such holder for use therein. It is agreed that selling Holder, (B) such selling Holder failed to so distribute such subsequent final prospectus, and (C) to the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any extent such Lossdistribution would have avoided the applicable loss, claim, damage, liability, liability or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld)action.

Indemnification by the Corporation. The In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation shall, without limitation as to time, shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, Table of Contents accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary Prospectus, offering circularcontained therein or related thereto, or other document (including any related Registration Statementamendment or supplement thereto, notificationtogether with the documents incorporated by reference therein, or the like) any free writing prospectus utilized in connection therewith, incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents shareholders and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents shareholders and employees of each such controlling person, each such underwriter, and each Person person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, or action, ; provided that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, or expense arises out of or is based on any untrue statement or omission of a material fact by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) of a material fact is made in such Registration Statement, preliminary, final or summary Prospectus, offering circularcontained therein or related thereto, or other document any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith in reliance upon and in conformity with written information furnished to the Corporation by such holder or underwriter for use therein. It is agreed that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such Lossloss, claim, damage, liability, or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld).

Indemnification by the Corporation. The In the event any Registrable Securities are included in a Registration Statement, the Corporation shall, without limitation as to time, will indemnify and hold harmless, harmless to the fullest extent permitted by law, law each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or ProspectusParticipating Holder, the officers, directors, agents, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents Affiliates and employees of each of them, each Person who controls each any such holder Participating Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneysstockholders, agents and employees of each such controlling personPerson (collectively, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act“Corporation Indemnified Parties”) such underwriter, from and against any and all losses, claims, damages, liabilitiesexpenses (including, costs (including without limitation, reasonable costs of preparation investigation and fees, reasonable attorneys’ fees disbursements and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceedingcharges of counsel (subject to Section 1.8(c)), expenses, judgments, fines, penalties, charges and any amounts paid in settlement effected with the Corporation’s consent, and any costs reasonably incurred in enforcing the Corporation’s indemnification obligations hereunder) or other liabilities (collectively, “Losses”)) to which any such Corporation Indemnified Party may become subject under the Securities Act or the Exchange Act, any other federal, state or foreign law or any rule or regulation promulgated thereunder, or under any common law or otherwise insofar as incurredsuch Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are resulting from or arising out of or based upon any untrue statement (untrue, or alleged untrue statement) untrue, statement of a material fact contained in any Prospectus, offering circular, or other document (including any related Registration Statement, notificationincluding any prospectus or preliminary prospectus contained therein or any amendments or supplements thereto, any free writing prospectuses (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any document incorporated by reference in any of the like) incident to any such registration, qualification, foregoing or compliance, resulting from or arising out of or based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or free writing prospectus, in the light of the circumstances under which they were made), not misleading, or any violation by misleading and the Corporation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will promptly reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, Corporation Indemnified Party for any legal and any other expenses Losses reasonably incurred in connection with investigating and investigating, preparing or defending or settling any such claim, Lossloss, damage, liability, action or actioninvestigation or proceeding; provided, provided however, that the Corporation will shall not be liable in to any such case to the extent Corporation Indemnified Party for any Losses that any such claim, Loss, damage, liability, or expense arises arise out of or is are based on upon any untrue statement or omission by such holder or underwriteromission, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the provided by, or on behalf of, such Corporation by such holder Indemnified Party expressly for use thereinin any Registration Statement, including any prospectus or preliminary prospectus contained therein or any amendments or supplements thereto, any free writing prospectuses (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any document incorporated by reference in any of the foregoing. It is agreed that the Such indemnity agreement contained obligation shall remain in this Section 8(a) shall not apply to amounts paid in settlement full force and effect regardless of any such Loss, claim, damage, liability, investigation made by or action if such settlement is effected without the consent on behalf of the Corporation (which consent Indemnified Parties and shall not be unreasonably withheld)survive the transfer of Registrable Securities by such Corporation Indemnified Parties.

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, affiliates, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, the officers, directors, partners, members, managers, shareholders, affiliates, accountants, attorneys, agents and employees of such underwriter and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriterunderwriter (collectively, “Holder Indemnitees”), from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, Prospectus, any amendment (including any post-effective amendment) or supplement to any Registration Statement or Prospectus, any filing made in connection with the qualification of the offering circularunder the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or any other offering document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Corporation of the Securities Act, Act or of the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to violation by the Corporation and (without limitation of the preceding portions of this Section 8(a)) Agreement, and will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, Holder Indemnitee for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, provided that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such any holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, Prospectus or other offering document in reliance upon and in conformity with written information furnished to the Corporation by such holder or underwriter expressly for use thereininclusion in such Registration Statement, Prospectus or other offering document. It is agreed that the indemnity agreement contained in this Section 8(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 withheldwithheld or delayed). Such indemnity agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder Indemnitee and shall survive the transfer of Registrable Securities by any such Holder Indemnitee.

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by lawLaw, each holder of Registrable Securities Holder whose Registrable Securities are covered by a Registration Statement or Prospectus, the affiliates, officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each such controlling personperson (collectively, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter“Stockholder Indemnified Persons”), from and against any and all losses, claims, damages, liabilities, costs (including reasonable out-of-pocket costs of preparation and reasonable attorneys’ fees of one firm of counsel for all Stockholder Indemnified Persons and any legal or other reasonable out-of-pocket fees or expenses incurred by such party in connection with any investigation or Proceedingproceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon upon: (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, circular or other document (including any related Registration Statement, notification“issuer free writing Prospectus” (as defined in Rule 433 under the Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, notification or the like) incident to any such registration, qualification, or compliance, or based on ; or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or, or with respect to any violation by Prospectus, necessary to make the Corporation statements therein, in light of the Securities Actcircumstances under which they were made, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability, or action, not misleading. provided that the Corporation will not be liable in any such case to the extent that any such claim, Loss, damage, liability, or expense Loss arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) by such holder Holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, circular or other document (including any related Registration Statement, “issuer free writing Prospectus” (as defined in Rule 433 under the Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, notification or the like) in reliance upon and in conformity with written information furnished to the Corporation by such holder Holder or underwriter specifically for use thereinin connection with the preparation of such Registration Statement, Prospectus, offering circular, or other document (including any related Registration Statement, “issuer free writing Prospectus” (as defined in Rule 433 under the Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, notification or the like). It is agreed that the indemnity agreement contained in this Section 8(a2.7(a) shall not apply to amounts paid in settlement of any such Loss, claim, damage, liability, or action Loss if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld). The Corporation also agrees to indemnify any underwriter of Registrable Securities and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Stockholder Indemnified Persons in this Section 2.7(a).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the affiliates, officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees of each such controlling personperson (collectively, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter“Stockholder Indemnified Persons”), from and against any and all losses, claims, damages, liabilities, costs (including including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, circular or other document (including including, without limitation, any related Registration Statement, notification“issuer free writing prospectus” (as defined in Rule 433 under the Securities Act), “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, notification or the like) incident to any such registration, qualification, or compliance, or based on (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation by the Corporation of the Securities Act, the Exchange Act, any Act or state securities lawor Blue Sky laws or, or in each case, any rule or regulation thereunder applicable to the Corporation and (without limitation relating to action or inaction required of the preceding portions of this Section 8(a)) Corporation in connection with any such registration, qualification, or compliance, and will reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Stockholder Indemnified Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Lossloss, damage, liability, or action, provided provided, however, that the Corporation will not be liable in any such case to the extent that any such claim, Lossloss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder or underwriter specifically for use thereinin connection with the preparation of such Registration Statement, Prospectus, offering circular or other document. It is agreed that the indemnity agreement contained in this Section 8(a7(a) shall not apply to amounts paid in settlement of any such Lossloss, claim, damage, liability, liability or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld). The Company also agrees to indemnify any underwriter of Registrable Shares and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Stockholder Indemnified Persons in this Section 7(a).

Indemnification by the Corporation. The Corporation shall, without limitation as to time, indemnify and hold harmless, to To the fullest extent permitted by law, the Corporation will indemnify and hold harmless each holder of Registrable Holder, any underwriter (as defined in the Securities whose Registrable Securities are covered by a Registration Statement or ProspectusAct) for such Holder and each person, the officersif any, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 the United States Securities Exchange Act of 1934, as amended (the Exchange Act) and the officers"EXCHANGE ACT"), directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilitiesor liabilities (joint or several) to which they may become subject under the Securities Act, costs (including costs of preparation and reasonable attorneys’ fees and any legal the Exchange Act or other fees federal or expenses incurred by state law, insofar as such party losses, claims, damages, or liabilities (or actions in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Prospectussuch registration statement, offering circular, or other document (including any related Registration Statement, notification, preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, ; or (iii) any violation or alleged violation by the Corporation of the Securities Act, the Exchange Act, any state securities law, law or any rule or regulation thereunder applicable to promulgated under the Securities Act, the Exchange Act or any state securities law; and the Corporation and (without limitation of the preceding portions of this Section 8(a)) will reimburse pay to each such holderHolder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees of each such underwriter or controlling person, each such underwriteras incurred, and each Person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending or settling any such loss, claim, Loss, damage, liability, or action; provided, provided that the Corporation will not be liable in any such case to the extent that any such claimhowever, Loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Corporation by such holder for use therein. It is agreed that the indemnity agreement contained in this Section 8(a1.9(a) shall not apply to amounts paid in settlement of any such Lossloss, claim, damage, liability, or action if such settlement is effected without the consent of the Corporation (which consent shall not be unreasonably withheld), nor shall the Corporation be liable to any Holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holder, underwriter or controlling person seeking indemnification hereunder or failure of the Holder to deliver a prospectus after sufficient quantities have been provided by the Corporation.