Common use of Indemnification by the Investor Clause in Contracts

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsLaw, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsLaw.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company Company, its Subsidiaries and all of its and their officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor; or (d) any cause of action, suit or claim brought or made against such Company Indemnitee not arising out of any action or inaction of a Company Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsfor any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsapplicable law.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its directors and officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (collectively, the “Company Indemnitees”) from and against any all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all Indemnified Liabilities incurred by attorneys fees) to which the Company Indemnitees and each such other person may become subject, under the Securities Act or any otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of them as a result of, or arising out of, or relating to (a) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed Current Report or in any amendment thereof, Prospectus Supplement or in any related prospectusPermitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case, that to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred Current Report or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer or controlling person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified persons in investigating, defending against, or preparing to in the foregoing indemnity, and will not be liable in defend against any such case to the extent that any such loss, claim, damage action, suit or liability arises out of or proceeding with respect to which it is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished entitled to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsindemnification.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of Company, its Affiliates, officers, directors, shareholdersemployees, employees counsel and agents (includingduly authorized agents, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 Controlling Persons of the Securities Act or Section 20 of the Exchange Act (collectivelyCompany, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by Damages, joint or several, and any action or proceeding in respect thereof to which the Company Indemnitees Investor, its partners, Affiliates, officers, directors, employees, counsel and duly authorized agents, and any such Controlling Person, may become subject under the Securities Act or any of them otherwise, as a result ofincurred, insofar as such Damages (or arising actions or proceedings in respect thereof) arise out of, or relating to (a) are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or prospectus relating to the Registration Statement for the registration of the Shares as originally filed Registrable Securities or in any amendment thereofarises out of, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the 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; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf misleading in light of the Investor specifically for inclusion in the documents referred to in the foregoing indemnitycircumstances under which they were made, and will not be liable in any such case but only to the extent that any such lossuntrue statement, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or statement, omission or alleged omission is made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor which is specifically intended by the Investor for use in this Agreement the preparation of any such Registration Statement, preliminary prospectus or prospectus, and shall reimburse the Company, its partners, Affiliates, officers, directors, employees, counsel and duly authorized agents, and each such Controlling Person, for any instrument or document contemplated hereby or thereby executed legal and other expenses reasonably incurred by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement its partners, Affiliates, officers, directors, employees, counsel and duly authorized agents, or any other certificatesuch Controlling Person, instrument as incurred, in investigating or document contemplated hereby defending or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution preparing to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsdefend against any such Damages or actions or proceedings.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its directors and officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (collectively, the “Company Indemnitees”) from and against any all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all Indemnified Liabilities incurred attorneys fees) to which the Company and each such other person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (i) any violation of law (including United States federal securities laws) in connection with the transactions contemplated by this Agreement by the Company Indemnitees Investor or any of them as a result ofits affiliates, officers, directors or employees, or arising out of, or relating to (aii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed Current Report or in any amendment thereof, Prospectus Supplement or in any related prospectusPermitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case, that to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred Current Report or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer or controlling person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified persons in investigating, defending against, or preparing to in the foregoing indemnity, and will not be liable in defend against any such case to the extent that any such loss, claim, damage action, suit or liability arises out of or proceeding with respect to which it is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished entitled to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsindemnification.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholdersofficers, employees and agents (includingAffiliates, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (collectively, the “Company Indemnitees”) from and against any all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all Indemnified Liabilities incurred by reasonable attorneys’ fees) to which the Company Indemnitees and each such other Person may become subject, under the Securities Act or any otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of them as a result of, or arising out of, or relating to (a) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Current Report, the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, Prospectus Supplement or in any related prospectusPermitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case, that to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred Current Report, the Registration Statement or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, defending against, or preparing to in the foregoing indemnity, and will not be liable in defend against any such case to the extent that any such loss, claim, damage action, suit or liability arises out of or proceeding with respect to which it is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished entitled to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsindemnification.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its directors and officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (collectively, the “Company Indemnitees”) from and against any all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all Indemnified Liabilities incurred by attorneys fees) to which the Company Indemnitees and each such other person may become subject, under the Securities Act or any otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of them as a result of, or arising out of, or relating to (a) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed Current Report or in any amendment thereof, Prospectus Supplement or in any related prospectusPermitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case, that to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred to in the foregoing indemnityCurrent Report or such Prospectus Supplement or Permitted Free Writing Prospectus, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument amendment thereof or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investorsupplement thereto. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsSubject to Section 8.2, the Investor shall make reimburse the maximum contribution Company and each such director, officer or controlling person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified persons in investigating, defending against, or preparing to the payment and satisfaction of each of the Indemnified Liabilitiesdefend against any such claim, action, suit or proceeding with respect to which it is permissible under Applicable Lawsentitled to indemnification.

Indemnification by the Investor. In consideration of the Company’s execution and delivery The Investor shall, notwithstanding any termination of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of Company, its officers, directors, shareholderspartners, members, agents and employees and agents (includingof each of them, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectivelyAct), and the “Company Indemnitees”) officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by Applicable Law, from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or Losses arising out of, or relating to (a) of any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration Statement, any Prospectus or any form of the Shares as originally filed Company prospectus or in any amendment thereof, or supplement thereto or in any related Company preliminary prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading; provided, howeverin each case, on the effective date thereof, but only to the extent that the Investor will only be liable for written such untrue statement or omission is based solely upon information relating to regarding the Investor furnished to the Company by or on behalf of the Investor specifically in writing expressly for inclusion in the documents referred to in the foregoing indemnityuse therein, and will not be liable in any such case or to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished solely relates to the Investor by or on behalf the Investor’s proposed method of the Company specifically for inclusion therein; (b) any misrepresentation or breach distribution of any representation or warranty made Registrable Securities and was provided by the Investor for use in this Agreement such Registration Statement, such Prospectus or such form of Prospectus or in any instrument amendment or document contemplated hereby or thereby executed by supplement thereto. In no event shall the Investor; or (c) any breach of any covenant, agreement or obligation liability of the Investor contained under this Article VI be greater in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by amount than the Investor. To dollar amount of the extent that the foregoing undertaking net proceeds received by the Investor may be unenforceable under Applicable Laws, upon the Investor shall make the maximum contribution to the payment and satisfaction of each sale of the Indemnified Liabilities, which is permissible under Applicable LawsRegistrable Securities giving rise to such indemnification obligation.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Advance Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its directors and officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (collectively, the “Company Indemnitees”) from and against any all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all Indemnified Liabilities incurred attorneys fees) to which the Company and each such other person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (i) any violation of law (including United States federal securities laws) in connection with the transactions contemplated by this Agreement by the Company Indemnitees Investor or any of them as a result ofits affiliates, officers, directors or arising out ofemployees, or relating to (aii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed Current Report or in any amendment thereof, Prospectus Supplement or in any related prospectusPermitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor to the Company expressly for inclusion in the Current Report or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto, or (iii) any untrue statement or alleged untrue statement contained in the NASD Filing, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a fact necessary in order to comply with Rule 2710 of the NASD’s Conduct Rules; provided, however, that the Investor will only be liable foregoing indemnity for written information relating to the Investor furnished to the Company by statements or on behalf of the Investor specifically for inclusion in the documents omissions referred to in the foregoing indemnity, and will clause (iii) above shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability arises expense to the extent, but only to the extent, arising out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically expressly for inclusion therein; (b) use in the NASD Filing, or any misrepresentation amendment thereof or breach of any representation supplement thereto. The Investor shall reimburse the Company and each such director, officer or warranty made controlling person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Investor Company or such indemnified persons in this Agreement investigating, defending against, or preparing to defend against any instrument such claim, action, suit or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution proceeding with respect to the payment and satisfaction of each of the Indemnified Liabilities, which it is permissible under Applicable Lawsentitled to indemnification.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any material breach of any material covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholdersstockholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution The Investor hereby indemnifies and delivery of this Agreementholds harmless, and the Company may require, as a condition to including any Registrable Securities in addition any registration statement filed in accordance with this Article VI, that the Company shall have received an undertaking reasonably satisfactory to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, it from any underwriter to indemnify and hold harmless harmless, the Company and all other prospective sellers of its officerssecurities, directorsthe directors of the Company, shareholders, employees and agents (including, without limitation, those retained in connection with each officer of the transactions contemplated by this Agreement) Company who signed the Registration Statement and each person Person, if any, who controls the Investor Company and all other prospective sellers of Registrable Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyto the same extent as the indemnity set forth in Section 6.6 above, the “Company Indemnitees”) from and against but only with respect to any and all Indemnified Liabilities incurred by the Company Indemnitees losses, claims, damages or any of them as a result of, or arising liabilities that arise out of, or relating to (a) are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by and in respect of the Investor or any underwriter specifically for use in the preparation of such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company specifically for inclusion therein; (b) Company, the Investor or any misrepresentation underwriter, or breach any of their respective affiliates, directors, officers or controlling Persons and shall survive the transfer of such securities by such Person. In no event shall any representation or warranty made such indemnification liability of the Investor be greater in amount than the dollar amount of the proceeds received by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by upon the Investor; or (c) any breach of any covenant, agreement or obligation sale of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution Registrable Securities giving rise to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawssuch indemnification obligation.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsLaw, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsLaw.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all each of its officersAffiliates, directors, shareholdersemployees, employees members, managers and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act (collectivelyAct, to the “Company Indemnitees”) fullest extent permitted by applicable Law, from and against any and all Indemnified Liabilities incurred by the Company Indemnitees Losses to which they or any of them may become subject insofar as a result of, such Losses arise out of or arising out of, or relating to (a) are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Disclosure Package or any related prospectusInvestor Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, howeverto the extent, but only to the extent, that the Investor will only be liable for any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion therein; provided, however, that the total amount to be indemnified by the Investor pursuant to this Section 3(f)(ii) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by the Investor in the documents referred offering to in which such Registration Statement or Prospectus relates; provided further that the foregoing indemnity, and will Investor shall not be liable in any such case to the extent that prior to the filing of any such lossRegistration Statement or Disclosure Package, claimor any amendment thereof or supplement thereto, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein it has furnished in reliance upon and in conformity with written information furnished writing to the Investor by Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement Disclosure Package, or any instrument amendment thereof or document contemplated hereby supplement thereto which corrected or thereby executed by made not misleading information previously provided to the Investor; or (c) Company. This indemnity agreement will be in addition to any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by liability which the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsotherwise have.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsfor any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsapplicable law.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this AgreementThe Investor will indemnify, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify defend and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who sign the transactions contemplated by this Agreement) Registration Statement and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by Losses to which the Company Indemnitees or any Company, each of them as a result ofits directors, or arising out of, or relating to (a) any untrue statement or alleged untrue statement each of a material fact contained in its officers who sign the Registration Statement for or such controlling person may become subject, as incurred, under the registration of Securities Act, the Shares as originally filed or in any amendment thereofExchange Act, or in any related prospectus, other federal or in any amendment thereof state statutory law or supplement thereto, or regulation insofar as such Losses arise out of or are based upon (i) any failure on the omission part of the Investor to comply with the covenants and agreements contained in Sections 3.5 or alleged 5.3 of this Agreement respecting the sale of the Registrable Securities or (ii) the inaccuracy of any representation or warranty made by the Investor in this Agreement or (iii) any untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement omission was made in the Registration Statement, the Prospectus, or omission any amendment or alleged omission made therein supplement thereto, in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of the Company specifically Investor expressly for inclusion use therein; (b) any misrepresentation or breach of any representation or warranty made by provided, however, that the Investor shall not be liable for any such untrue statement or omission of which the Investor has delivered to the Company in this Agreement or any instrument or document contemplated hereby or thereby executed by writing a correction at least two business days before the Investor; or (c) any breach of any covenant, agreement or obligation occurrence of the Investor contained in transaction from which such loss was incurred. Notwithstanding the provisions of this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsSection 5.4, the Investor shall make the maximum contribution to the payment and satisfaction of each not be liable for any indemnification obligation under this Agreement in excess of the Indemnified Liabilitiesamount of net proceeds received by the Investor from the sale of the Registrable Securities, which is permissible under Applicable Lawsunless such obligation has resulted from the gross negligence or willful misconduct of the Investor.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor; or (d) any cause of action, suit or claim brought or made against such Company Indemnitee not arising out of any action or inaction of a Company Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsfor any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsapplicable law.

Indemnification by the Investor. In consideration of connection with any registration statement in which an Investor is participating, each such Investor will, to the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, fullest extent permitted by law will indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees directors and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) officers and each person Person who controls the Investor Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”Act) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) Damages resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereofstatement, or in any related prospectus, or in any preliminary prospectus or any amendment thereof or supplement thereto, thereto or arise out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided, however, that the Investor will but only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished in writing by such Investor or any Investor Affiliate specifically for inclusion in the registration statement; provided, however, that the obligation to indemnify will be several, not joint and several, among such Investors of Registrable Securities, and the liability of each such Investor of Registrable Securities will be in proportion to, and provided, further, that such liability will be limited to, the net amount received by such seller from the sale of Registrable Securities pursuant to such registration statement; provided, that such Investor shall not be liable in any such case to the extent that prior to the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, such Investor has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made therein in reliance upon and in conformity with written not misleading information previously furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsCompany.

Indemnification by the Investor. In consideration of the Company’s execution The Investor hereby indemnifies and delivery of this Agreementholds harmless, and the Company may require, as a condition to including any Registrable Securities in addition any registration statement filed in accordance with this Article II, that the Company shall have received an undertaking reasonably satisfactory to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, it from any underwriter to indemnify and hold harmless harmless, the Company and all other prospective sellers of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor securities of Registrable Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and their respective directors and officers or general and limited partners or members and managing members (collectivelyincluding any director, the “Company Indemnitees”) from officer, employee, agent and against any and all Indemnified Liabilities incurred by the Company Indemnitees or controlling person of any of them the foregoing) to the same extent as a result ofthe indemnity set forth in Section 2.6 above, but only with respect to any losses, claims, damages or arising liabilities that arise out of, or relating to (a) are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by and in respect of the Investor or any underwriter specifically for use in the preparation of such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company specifically for inclusion therein; Company, the Investor or any underwriter, or any of their respective directors and officers or general and limited partners or members and managing members (b) including any misrepresentation or breach director, officer, employee, agent and controlling person of any representation or warranty made of the foregoing) and shall survive the transfer of such securities by such person. In no event shall any such indemnification liability of the Investor be greater in amount than the dollar amount of the proceeds received by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by upon the Investor; or (c) any breach of any covenant, agreement or obligation sale of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution Registrable Securities giving rise to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawssuch indemnification obligation.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company Company, its Subsidiaries and all of its and their officers, directors, shareholdersstockholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholdersmanagers, members, stockholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, of or relating to to: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is Liabilities permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectusProspectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability Indemnified Liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration To the fullest extent permitted by applicable Law, the Investor will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, severally, but not jointly, indemnify the Company, each of its directors and officers and each underwriter of the Company’s execution and delivery of this Agreementsecurities covered by a Registration Statement, if any, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against all claims, losses, damages and liabilities (collectively, the “Company Indemnitees”or actions in respect thereof) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, of or relating to based on: (ai) any untrue statement (or alleged untrue statement statement) of a material fact contained in the any such Registration Statement for the registration of the Shares as originally filed Statement, including any preliminary or in final prospectus contained therein and any amendment thereof, amendments or in any related prospectus, or in any amendment thereof or supplement supplements thereto, made by the Investor; or arise out of or are based upon the (ii) any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements by the Investor therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable reimburse the Company and such directors, officers, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or omission (or alleged untrue statement or omission omission) is made in such Registration Statement, including any preliminary or alleged omission made final prospectus contained therein and any amendments or supplements thereto, in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor and stated to be specifically for use therein; provided, however, that the obligations of the Investor hereunder shall be limited to an amount equal to the net proceeds that the Investor received by sale of securities as contemplated herein, except in this Agreement the case of fraud or any instrument or document contemplated hereby or thereby executed gross negligence by the Investor; provided, further, that the Investor shall in no instance be liable for consequential, punitive, exemplary, special or (c) any breach indirect damages or lost profits related to this Agreement except to the extent incurred in connection with a third-party claim, and that the indemnity agreement contained in this Section 4.7 shall not apply to amounts paid in settlement of any covenantsuch loss, agreement claim, damage, liability or obligation action if such settlement is effected without the consent of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsat its sole discretion.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor; or (d) any cause of action, suit or claim brought or made against such Company Indemnitee not arising out of any action or inaction of a Company Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsfor any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsapplicable law.

Indemnification by the Investor. In consideration of To the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreementextent permitted by law, the Investor shall defend, protect, agrees to indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 Act, each officer of the Exchange Act (collectively, Company who signs the “Company Indemnitees”Registration Statement and each director of the Company) and all other selling stockholders listed in the Registration Statement from and against any and all Indemnified Liabilities incurred by losses, claims, damages or liabilities to which the Company Indemnitees (or any of them such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as a result ofsuch losses, claims, damages or arising liabilities (or actions or proceedings in respect thereof) arise out of, or relating to are based upon, (ai) any untrue statement failure to comply with the covenants and agreements contained in this Deed respecting the sale of the Shares, or alleged (ii) any untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any if such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company Investor specifically for inclusion use in preparation of the Registration Statement, and the Investor will reimburse the Company (or such officer, director or controlling person), as the case may be, for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided however, that the Selling Stockholder shall have no obligation to indemnify the Company in any such case for any statement or alleged statement in or omission or alleged omission from such Registration Statement, preliminary prospectus, final prospectus or summary prospectus contained therein; (b) , or any misrepresentation amendment or breach of any representation supplement thereto, in which such statement or warranty made omission has been corrected, in writing, by the Investor in this Agreement and delivered to the Company at least ten (10) days before the sale or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investorsales from which such loss occurred. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the The Investor shall make reimburse the maximum contribution to Company and the payment and satisfaction other selling stockholders listed in the Registration Statement for the amounts provided for herein upon receipt of each written demand providing evidence of the Indemnified Liabilities, which is permissible under Applicable Lawssuch expenses.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this AgreementEach Investor agrees, and in addition severally but not jointly, to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless harmless, to the Company and all of fullest extent permitted by law, the Company, its directors, officers, directorsemployees, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) stockholders and each person who controls the Investor Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”0000 Xxx) from and against any losses, claims, damages, liabilities and all Indemnified Liabilities incurred by the Company Indemnitees or expenses (including reasonable attorneys’ fees) resulting from any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration or any omission of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in any Registration Statement, any preliminary Prospectus or final Prospectus, or in any amendment or supplement thereto, or necessary to make the statements therein (in the case of any preliminary Prospectus or final Prospectus, or any amendment or supplement thereto, in light of the circumstances under which they were made) not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged omission is contained in any information furnished by the Investor to the Company for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or to the extent that such information relates to such Investor’s proposed method of distribution of Registrable Securities and was reviewed and approved by the Investor for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or in the case of an occurrence of an Allowed Delay or an event of the type specified in Section 3(g), the use by the Investor of an outdated or defective Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated or defective and prior to the receipt by the Investor of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such liability would have been corrected. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of any damages the Investor has otherwise been required to pay by reason of such untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to by the Investor by or on behalf of the Company specifically for inclusion therein; (bCompany) any misrepresentation or breach of any representation or warranty made received by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by upon the Investor; or (c) any breach of any covenant, agreement or obligation sale of the Investor contained Registrable Securities included in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution Registration Statement giving rise to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawssuch indemnification obligation.

Indemnification by the Investor. In consideration To the fullest extent permitted by applicable law, the Investor will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, severally, but not jointly, indemnify the Company, each of its directors and officers and each underwriter of the Company’s execution and delivery of this Agreementsecurities covered by a Registration Statement, if any, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against all claims, losses, damages and liabilities (collectively, the “Company Indemnitees”or actions in respect thereof) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, of or relating to based on: (ai) any untrue statement (or alleged untrue statement statement) of a material fact contained in the any such Registration Statement for the registration of the Shares as originally filed Statement, including any preliminary or in final prospectus contained therein and any amendment thereof, amendments or in any related prospectus, or in any amendment thereof or supplement supplements thereto, made by the Investor; or arise out of or are based upon the (ii) any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements by the Investor therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable reimburse the Company and such directors, officers, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or omission (or alleged untrue statement or omission omission) is made in such Registration Statement, including any preliminary or alleged omission made final prospectus contained therein and any amendments or supplements thereto, in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor and stated to be specifically for use therein; provided, however, that the obligations of the Investor hereunder shall be limited to an amount equal to the net proceeds that the Investor received by sale of securities as contemplated herein, except in this Agreement the case of fraud or any instrument or document contemplated hereby or thereby executed gross negligence by the Investor; or (c) any breach , and that the indemnity agreement contained in this Section 4.7 shall not apply to amounts paid in settlement of any covenantsuch loss, agreement claim, damage, liability or obligation action if such settlement is effected without the consent of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsat its sole discretion.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations connection with any registration effected under this Agreement, the Investor shall defendindemnify each underwriter (if any) of the securities so registered, protectthe Company, indemnify and hold harmless the Company and all each of its their respective officers, directors, shareholdersmanagers, employees members, partners, stockholders and agents (includingAffiliates, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls any of the Investor foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyeach, the an “Company IndemniteesInvestor Indemnified Party”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees claims, losses, damages and liabilities (or any of them as a result of, or actions in respect thereof) arising out of, of or relating to (a) based on any untrue statement (or alleged untrue statement statement) of a any material fact contained in the Registration Statement for the registration of the Shares as originally filed any Prospectus, offering circular or in other document incident to any amendment thereofregistration, qualification or compliance (or in any related prospectusRegistration Statement, notification or in the like) or any amendment thereof or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state therein a any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and the Investor will promptly reimburse each Investor Indemnified Party for any reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, whether or not otherwise resulting in liability; provided, however, that the Investor will this Section 10(b) shall apply only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, if (and will not be liable in any such case only to the extent that any that) such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor by such underwriter or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor or its counsel or representative specifically for use in this Agreement such Prospectus, offering circular or any instrument other document (or document contemplated hereby related Registration Statement, notification or thereby executed by the like); and provided further that the Investor; ’s liability hereunder with respect to any particular registration shall be limited to an amount equal to the net proceeds (after deducting underwriting fees, commissions or (cdiscounts) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking received by the Investor may be unenforceable under Applicable Laws, from the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsRegistrable Securities sold by it in such registration.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholdersstockholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Common Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any material breach of any material covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholdersmanagers, employees and agents (includingmembers, without limitationpartners, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsLaw, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsLaw.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all each of its officersAffiliates, directors, shareholdersemployees, employees members, managers and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act (collectivelyAct, to the “Company Indemnitees”) fullest extent permitted by applicable law, from and against any and all Indemnified Liabilities incurred by the Company Indemnitees Losses to which they or any of them may become subject insofar as a result of, such Losses arise out of or arising out of, or relating to (a) are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Disclosure Package or any related prospectusInvestor Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, howeverto the extent, but only to the extent, that the Investor will only be liable for any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion therein; provided, however, that the total amount to be indemnified by the Investor pursuant to this Section 3(h)(ii) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such the Investor in the documents referred offering to in which such Registration Statement or Prospectus relates; provided further that the foregoing indemnity, and will Investor shall not be liable in any such case to the extent that prior to the filing of any such lossRegistration Statement or Disclosure Package, claimor any amendment thereof or supplement thereto, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein it has furnished in reliance upon and in conformity with written information furnished writing to the Investor by Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement Disclosure Package, or any instrument amendment thereof or document contemplated hereby supplement thereto which corrected or thereby executed by made not misleading information previously provided to the Investor; or (c) Company. This indemnity agreement will be in addition to any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by liability which the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsotherwise have.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively1934 Act, each officer of the “Company Indemnitees”) who signs the Registration Statement and each director of the Company), from and against any and all Indemnified Liabilities incurred by losses, claims, damages or liabilities to which the Company Indemnitees (or any of them such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as a result ofsuch losses, claims, damages or arising liabilities (or actions or proceedings in respect thereof) arise out of, or relating to (a) are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; providedmisleading in each case, howeveron the effective date thereof, that the Investor will only be liable for written information relating if, and to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnityextent, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company Investor specifically for inclusion thereinuse in preparation of the Registration Statement, and such Investor will reimburse the Company (and each of its officers, directors or controlling persons) for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; (bprovided, however, that in no event shall any indemnity under this Section 8.2(b) any misrepresentation or breach of any representation or warranty made by be greater in amount than the net proceeds to the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation as a result of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution sale of Registrable Securities pursuant to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawssuch Registration Statement.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares Securities as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsLaw, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsLaw.

Indemnification by the Investor. In consideration connection with any registration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this AgreementRegistrable Securities hereunder, the Investor shall defendwill, protect, and hereby does agree to indemnify and hold harmless the Company, each director of the Company, each officer of the Company and all of its officerseach other Person, directorsif any, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 the 1933 Act (exclusive of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees Investor itself or any of them its affiliates) against and in respect of any losses, claims, damages, liabilities or expenses, including interest, penalties and reasonable attorney’s fees, to which the Company or any such directors, officers or other Persons becomes subject, insofar as a result ofsuch losses, claims, damages or arising liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or relating to (a) are based upon any breach of this Agreement or any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereoffact, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, contained in any registration statement under which such Registrable Securities were registered under the 1933 Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or contained in any filing under applicable state securities laws; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such lossstatement, claimalleged statement, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission omission, or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of the Company specifically for inclusion therein; Investor, , and provided further that (bi) any misrepresentation single claim made hereunder involve liability of no less than $25,000, and (ii) that any such liability, individually or breach in the aggregate, not exceed the amount of any representation or warranty made net proceeds realized by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach offering of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.Registrable Securities hereunder..

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all each of its officersAffiliates, directorsDirectors, shareholdersemployees, employees members, managers and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act (collectivelyAct, to the “Company Indemnitees”) fullest extent permitted by applicable Law, from and against any and all Indemnified Liabilities incurred by the Company Indemnitees Losses to which they or any of them may become subject insofar as a result of, such Losses arise out of or arising out of, or relating to (a) are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Disclosure Package or the Investor Free Writing Prospectus, preliminary, final or summary Prospectus included in any related prospectussuch Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, howeverto the extent, but only to the extent, that the Investor will only be liable for any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion therein; provided, however, that the total amount to be indemnified by the Investor pursuant to this Section 2(f)(ii) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by the Investor in the documents referred offering to in which such Registration Statement or Prospectus relates; provided further that the foregoing indemnity, and will Investor shall not be liable in any such case to the extent that prior to the filing of any such lossRegistration Statement or Disclosure Package, claimor any amendment thereof or supplement thereto, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein the Investor has furnished in reliance upon and in conformity with written information furnished writing to the Investor by Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement Disclosure Package, or any instrument amendment thereof or document contemplated hereby supplement thereto which corrected or thereby executed by made not misleading information previously provided to the Investor; or (c) Company. This indemnity agreement will be in addition to any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by liability which the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsotherwise have.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations connection with any registration effected under this Agreement, the Investor shall defendindemnify each underwriter (if any) of the securities so registered, protectthe Company, indemnify and hold harmless the Company and all each of its their respective officers, directors, shareholdersmanagers, employees members, partners, stockholders and agents (includingAffiliates, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls any of the Investor foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the each an “Company IndemniteesInvestor Indemnified Party”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees claims, losses, damages and liabilities (or any of them as a result of, or actions in respect thereof) arising out of, of or relating to (a) based on any untrue statement (or alleged untrue statement statement) of a any material fact contained in the Registration Statement for the registration of the Shares as originally filed any Prospectus, offering circular or in other document incident to any amendment thereofregistration, qualification or compliance (or in any related prospectusRegistration Statement, notification or in the like) or any amendment thereof or supplement thereto, or arise out of or are based upon the omission (or alleged omission omission) to state therein a any material fact required to be stated therein or necessary to make the statements statement therein not misleading, and the Investor will promptly reimburse each Investor Indemnified Party for any reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, whether or not otherwise resulting in liability; provided, however, that the Investor will this Section 10(b) shall apply only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, if (and will not be liable in any such case only to the extent that any that) such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor by such underwriter or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor or its counsel or representative specifically for use in this Agreement such Prospectus, offering circular or any instrument other document (or document contemplated hereby related Registration Statement, notification or thereby executed by the like); and, provided further, that the Investor; or (c) ’s liability hereunder with respect to any breach of any covenant, agreement or obligation of particular registration shall be limited to an amount equal to the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking net proceeds received by the Investor may be unenforceable under Applicable Laws, from the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsRegistrable Securities sold by it in such registration.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless harmless, to the Company and all of fullest extent permitted by law, the Company, its directors, officers, directorsemployees, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) stockholders and each person who controls the Investor Company (within the meaning of Section 15 the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) the Investor’s failure to comply with the prospectus delivery requirements of the Securities Act at any time when the Company does not meet the conditions for use of Rule 172, has advised the Investor in writing that the Company does not meet such conditions and that therefore the Investor is required to deliver a Prospectus in connection with any sale or Section 20 other disposition of Registrable Securities and has provided the Exchange Act Investor with a current Prospectus for such use, (collectively, ii) the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred use by the Investor of an outdated or defective Prospectus after the Company Indemnitees has notified the Investor that such Prospectus is outdated or any defective and the use of them as a result ofcorrected or updated Prospectus would have avoided such losses, claims, damages, liabilities or arising out ofexpenses, or relating to and (aiii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration or any omission of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading; provided, howeverto the extent, but only to the extent, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein is contained in reliance upon and in conformity with written any information furnished to in writing by the Investor by or on behalf of to the Company specifically for inclusion therein; in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (b) any misrepresentation or breach net of any representation or warranty made all expense paid by the Investor in connection with any claim relating to this Agreement or any instrument or document contemplated hereby or thereby executed by Section 6 and the Investor; or (c) any breach amount of any covenant, agreement or obligation of damages the Investor contained in this Agreement has otherwise been required to pay by reason of such untrue statement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking omission) received by the Investor may be unenforceable under Applicable Laws, upon the Investor shall make the maximum contribution to the payment and satisfaction of each sale of the Indemnified Liabilities, which is permissible under Applicable LawsRegistrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. In consideration of the Company’s execution Each Investor shall, severally and delivery not jointly, notwithstanding any termination of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of Company, its directors, officers, directors, shareholders, agents and employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct), to the “Company Indemnitees”) fullest extent permitted by applicable law, from and against all Losses (i) arising out of or based on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby (regardless of whether such misrepresentation, violation or breach constitutes a failure of a condition to an applicable Closing for the benefit of the Company (and all Indemnified Liabilities incurred regardless of whether any such condition is waived by the Company), (ii) any breach of any agreement or obligation by such Investor of any Transaction Document (regardless of whether such breach constitutes a failure of a condition to an applicable Closing for the benefit of the Company Indemnitees or (and regardless of whether any of them as a result ofsuch condition is waived by the Company), or (iii) arising out of, or relating to of (aA) any untrue statement violation or alleged purported violation of securities laws by such Investor in connection with any resale of Common Stock and (B) any untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereofProspectus, or in any related form of prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading; provided, however, that the Investor will but only be liable for written information relating to the extent that such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by such Investor or on behalf of the Investor specifically its agent in writing expressly for inclusion in the documents referred to in the foregoing indemnityuse therein, and will not be liable in any such case or to the extent that such information relates to such Investor or such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any such loss, claim, damage amendment or supplement thereto. In no event shall the liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein Investor hereunder be greater in reliance upon and in conformity with written information furnished to amount than the Investor by or on behalf dollar amount of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made net proceeds received by such Investor upon the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation sale of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution Registrable Securities giving rise to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawssuch indemnification obligation.

Indemnification by the Investor. In consideration of To the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreementextent permitted by law, the Investor shall defend(severally but not jointly with its Permitted Transferees, protectif applicable) shall, if Registrable Securities held by the Investor (and/or its Permitted Transferees, if applicable) are included in the securities as to which such registration, qualifications or compliance is being effected, indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholderseach of its officers who has signed the Registration Statement, employees and agents (includingeach Person, without limitationif any, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act and any underwriter, against any losses, claims, damages or Section 20 of liabilities (joint or several) to which the Company or any such director, officer, legal counsel, controlling Person underwriter may become subject under the Securities Act, the Exchange Act or other United States federal or state law, insofar as such losses, claims, damages or liabilities (collectivelyor actions in respect thereto) arise out of or are based upon any of the following statements, omissions or Violations, in each case to the “Company Indemnitees”extent (and only to the extent) from that such statement, omission or Violation occurs in sole reliance upon and against any and all Indemnified Liabilities incurred in conformity with written information furnished by the Company Indemnitees or any of them as a result ofInvestor (and/or its Permitted Transferees, or arising out of, or relating to if applicable) expressly for use in connection with such registration: (ai) any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement for the registration of the Shares as originally filed Statement, including any preliminary prospectus or in final prospectus contained therein or any amendment thereof, amendments or in any related prospectus, supplements thereto; or in any amendment thereof or supplement thereto, or arise out of or are based upon the 11 (ii) omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.,

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor; or (d) any cause of action, suit or claim brought or made against such Company Indemnitee not arising out of any action or inaction of any of the Company Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsfor any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsapplicable law.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless harmless, to the Company and all of fullest extent permitted by law, the Company, its officers, directors, shareholdersofficers, employees and agents (includingagents, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each other person who controls the Investor Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (collectively, "Company Indemnified Parties") against all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable fees of counsel and any amounts paid in settlement effected with the “Investor's consent) to which any Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by Party may become subject under the Company Indemnitees or any of them as a result ofSecurities Act, the Exchange Act, at common law, or arising out ofotherwise, insofar as such losses, claims, damages, liabilities, or relating to expenses (aor actions or proceedings, whether commenced or threatened, in respect thereof) are caused by (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for or the registration of the Shares as originally filed Proxy Statement or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in (2) any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission made to state therein a material fact required to be stated therein or necessary in reliance upon and order to make the statements therein, in conformity with written information furnished the light of the circumstances under which they were made, not misleading to the Investor extent in the cases described in clauses (1) and (2), that such untrue statement or omission was furnished in writing by such holder for use in the preparation thereof, and (3) any violation by such holder of any federal, state or common law rule or regulation applicable to such holder and relating to action of or inaction by such holder in connection with the Registration Statement, the Proxy Statement or the Rights Offering. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach Indemnified Parties and shall survive the transfer of any representation or warranty made such securities by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawssuch holder.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively1934 Act, each officer of the “Company Indemnitees”) who signs the Registration Statement and each director of the Company), from and against any and all Indemnified Liabilities incurred by losses, claims, damages or liabilities to which the Company Indemnitees (or any of them such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as a result ofsuch losses, claims, damages or arising liabilities (or actions or proceedings in respect thereof) arise out of, or relating to (a) are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; providedmisleading in each case, howeveron the effective date thereof, that the Investor will only be liable for written information relating if, and to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnityextent, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or omission or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company Investor specifically for inclusion thereinuse in preparation of the Registration Statement, and such Investor will reimburse the Company (and each of its officers, directors or controlling persons) for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; (bprovided, however, that in no event shall any indemnity under this Section 7(b)(ii) any misrepresentation or breach of any representation or warranty made by be greater in amount than the net proceeds to the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation as a result of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution sale of Registrable Securities pursuant to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawssuch Registration Statement.

Indemnification by the Investor. In consideration of To the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreementextent permitted by law, the Investor shall defend, protect, agrees to indemnify and hold harmless the Company and all of Company, its partners, affiliates, officers, directors, shareholdersemployees and duly authorized agents, and each Controlling Person, from and against any Damages, joint or several, and any action or proceeding in respect thereof to which the Company, its partners, affiliates, officers, directors, employees and agents (includingduly authorized agents, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of any such Controlling Person may become subject under the Securities Act or Section 20 of the Exchange Act otherwise as incurred and, insofar as such Damages (collectively, the “Company Indemnitees”or actions or proceedings in respect thereof) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising arise out of, or relating to (a) are based upon, any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for or prospectus relating to the registration of the Shares as originally filed Registrable Securities or in any amendment thereof, or in any related preliminary prospectus, or in any amendment thereof or supplement theretoarises out of, or arise out of or are based upon the 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, and shall reimburse the Company, its partners, affiliates, officers, directors, employees and duly authorized agents, and each such Controlling Person for any legal and other expenses reasonably incurred by the Company, its partners, affiliates, officers, directors, employees and duly authorized agents, or any such Controlling Person, as incurred, in investigating or defending or preparing to defend against any such Damages or actions or proceedings; provided, however, that the Investor will only be liable for written information relating indemnity agreement contained in this Section 3.2 shall not apply to the Investor furnished to the Company by or on behalf amounts paid in settlement of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability arises out of or action if such settlement is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to effected without the Investor by or on behalf consent of the Company specifically for inclusion thereinInvestor, which consent shall not be unreasonably withheld; (b) and provided further, that in no event shall any misrepresentation or breach of any representation or warranty made by indemnity under this Section 3.2 exceed the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed net proceeds from the offering received by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all its Subsidiaries and each of its their respective officers, directors, shareholdersstockholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the case of a prospectus or supplement thereto, in light of the circumstances under which they were made; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectusProspectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsLaw, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsLaw.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all its Subsidiaries and each of its their respective officers, directors, shareholdersstockholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of a prospectus or supplement thereto, in light of the circumstances under which they were made; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of Company, its Affiliates, officers, directors, shareholders, employees and agents (includingduly authorized agents, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person or entity, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the Affiliates, officers, directors, employees and duly authorized agents of such controlling Person or entity (collectively, the “"Company Indemnitees”) Controlling Persons"), from and against any Damages, joint or several, and all Indemnified Liabilities incurred by any action or proceeding in respect thereof to which the Company Indemnitees or any of them Company Controlling Person may become subject under the Securities Act or otherwise, as a result ofincurred, insofar as such Damages (or arising actions or proceedings in respect thereof) arise out of, or relating to (a) are based upon, any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed or in any amendment thereofStatement, or in any related preliminary prospectus, or in any final prospectus, summary prospectus, amendment thereof or supplement theretorelating to the Registrable Securities or arises out of, or arise out of or are based upon the 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; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any (and only to the extent) such lossuntrue statement or omission occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use with such Registration Statement (except if such statement or omission was corrected in such final prospectus or supplement), claim, damage or liability arises out for failure by the Investor to send or deliver a final copy of the final prospectus or is based upon any such supplement to the persons asserting an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon omission, and in conformity with written information furnished to the Investor by or on behalf of shall reimburse the Company specifically and any Company Controlling Person, for inclusion therein; (b) any misrepresentation legal and other expenses reasonably incurred by their investigating or breach of defending or preparing to defend against any representation such Damages or warranty made by the Investor in this Agreement actions or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsproceedings.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 Act, each officer of the Exchange Act (collectively, Company who signs the “Company Indemnitees”Registration Statement and each director of the Company) from and against any and all Indemnified Liabilities incurred by losses, claims, damages or liabilities to which the Company Indemnitees (or any of them such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as a result ofsuch losses, claims, damages or arising liabilities (or actions or proceedings in respect thereof) arise out of, or relating to are based upon, (ai) any untrue statement failure to comply with the covenants and agreements contained in Section 9.2 hereof respecting the sale of the Shares, or alleged (ii) any untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any if such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company Investor specifically for inclusion thereinuse in preparation of the Registration Statement, and the Investor will reimburse the Company (or such officer, director or controlling person), as the case may be, for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; (b) any misrepresentation or breach of any representation or warranty made provided, however, that the Investor's obligation to indemnify the Company shall be limited to the net amount received by the Investor from the sale of the Shares; and further provided however, that the Selling Stockholder shall have no obligation to indemnify the Company in this Agreement any such 14 16 case for any statement or alleged statement in or omission or alleged omission from such Registration Statement, preliminary prospectus, final prospectus or summary prospectus contained therein, or any instrument amendment or document contemplated hereby supplement thereto, in which such statement or thereby executed by the Investor; or (c) any breach of any covenantomission has been corrected, agreement or obligation of the Investor contained in this Agreement or any other certificatewriting, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution and delivered to the payment and satisfaction of each of Company at least ten (10) days before the Indemnified Liabilities, sale or sales from which is permissible under Applicable Lawssuch loss occurred.

Indemnification by the Investor. In consideration of the Company’s execution The Investor shall, severally and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protectnot jointly, indemnify and hold harmless the Company and all of Company, its directors, officers, directorsagents and employees, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectivelyAct), and the “Company Indemnitees”) directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them Losses, as a result ofincurred, or arising out of, of or relating to are based upon (ax) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereofProspectus, or in any related form of prospectus, or in any amendment thereof or supplement theretothereto or in any preliminary prospectus, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading; providedmisleading (i) to the extent, howeverbut only to the extent, that the Investor will only be liable for written such untrue statements or omissions are based solely upon information relating to the regarding such Investor furnished in writing to the Company by such Investor expressly for use therein or on behalf (ii) in the case of an occurrence of an event of the Investor specifically for inclusion type specified in the documents referred to in the foregoing indemnitySection 3(c)(iii)-(v), and will not be liable in any such case to the extent extent, but only to the extent, related to the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 8(h). In no event shall the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such loss, claim, damage or liability arises out Investor upon the sale of or is based upon the Registrable Securities giving rise to such indemnification obligation (y) any such untrue statement or alleged untrue statement of a material fact of such Investor not contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission made therein of a material fact of such Investor required to be stated or necessary to make the statements (in reliance upon and the case of any Prospectus, or any form of prospectus or supplement thereto, in conformity with written information furnished to the Investor by or on behalf light of the Company specifically for inclusion therein; circumstances under which they were made) and (bz) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation violation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed registration provisions under state Blue Sky laws by the such Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration The Investor will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of the Company’s execution and delivery of this Agreement, and in addition to all of any Registrable Securities held by the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees directors and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) officers and each person underwriter (if any), and each other person, if any, who controls the Investor such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees losses, claims, judgments, damages or any liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of them as a result of, or arising out of, or relating to (a) are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement for the registration of the Shares as originally filed Statement, or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement theretoto the Registration Statement, or arise out of or are based upon the any omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading; provided, however, that if the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished in writing to the Investor Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or on behalf other expenses reasonably incurred by any of the Company specifically for inclusion therein; (b) them in connection with investigation or defending any misrepresentation such loss, claim, damage, liability or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsaction.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any material breach of any material covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration With respect to written information furnished to the Company in connection with any registration pursuant to the terms of these provisions by or on behalf of the Company’s execution and delivery of this AgreementInvestor specifically for use in a Registration Statement, and in addition to all of the Investor’s other obligations under this Agreementany related preliminary prospectus, or any related prospectus or any supplement or amendment thereto, the Investor shall defend, protect, severally indemnify and hold harmless the Company and all of Company, its officers, directors, shareholders, officers and employees and agents each person, if any, who "controls" (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of Act) the Exchange Act Company (collectively, the “"Company Indemnitees”") from and against any and all Indemnified Liabilities incurred by Losses to which the Company Indemnitees or any of them as a result ofsuch other person entitled to indemnification hereunder may become subject under the Securities Act, or arising otherwise, insofar as such Losses arise out of, or relating to (a) are based upon, any untrue statement or alleged untrue statement of a any material fact contained in the such Registration Statement for the registration of the Shares as originally filed or in any amendment thereofStatement, or in any related such preliminary prospectus, or in such prospectus, or any such amendment thereof or supplement thereto, or arise out of of, or are based upon upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; providedand the Investor shall reimburse the Company Indemnitees for any legal or other expenses reasonably incurred by it or them in connection with investigating or defending any such Losses, howeverin each case to the extent, but only to the extent, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability same arises out of of, or is based upon any such upon, an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission made therein to state a material fact in such Registration Statement, such preliminary prospectus, or such prospectus or any such amendment or supplement thereto in reliance upon upon, and in conformity with with, such written information furnished information. In no event shall the liability of the Investor hereunder be greater in amount than the dollar amount of the proceeds (net of the payment of all expenses by the Investor) received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the Investor same extent as provided above with respect to the information so furnished in writing by or on behalf of the Company such persons specifically for inclusion therein; in any prospectus or Registration Statement. The Investor shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each person who "controls" (b) any misrepresentation or breach of any representation or warranty made by within the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation meaning of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution Securities Act) such persons to the payment and satisfaction of each same extent as provided above with respect to the indemnification of the Indemnified LiabilitiesCompany, which is permissible under Applicable Lawsif so requested.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholdersofficers, employees and agents (includingAffiliates, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (collectively, the “Company Indemnitees”) from and against any all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation, all amounts paid in settlement (in accordance with Section 8.2) and all Indemnified Liabilities incurred by reasonable attorneys fees) to which the Company Indemnitees and each such other Person may become subject, under the Securities Act or any otherwise, insofar as such losses, claims, damages, liabilities and expenses arise out of them as a result of, or arising out of, or relating to (a) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Current Report, the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, Prospectus Supplement or in any related prospectusPermitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case, that to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred Current Report, the Registration Statement or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer or controlling Person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified Persons in investigating, defending against, or preparing to in the foregoing indemnity, and will not be liable in defend against any such case to the extent that any such loss, claim, damage action, suit or liability arises out of or proceeding with respect to which it is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished entitled to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsindemnification.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this AgreementThe Investor will indemnify, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify defend and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who sign the transactions contemplated by this Agreement) Registration Statement and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by Losses to which the Company Indemnitees or any Company, each of them as a result ofits directors, or arising out of, or relating to (a) any untrue statement or alleged untrue statement each of a material fact contained in its officers who sign the Registration Statement for or such controlling person may become subject, under the registration of Securities Act, the Shares as originally filed or in any amendment thereofExchange Act, or in any related prospectus, other federal or in any amendment thereof state statutory law or supplement thereto, or regulation insofar as such Losses arise out of or are based upon (i) any failure on the omission part of the Investor to comply with the covenants and agreements contained in Sections 3.5 or alleged 5.3 of this Agreement respecting the sale of the Registrable Securities or (ii) the inaccuracy of any representation or warranty made by the Investor in this Agreement or (iii) any untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement omission was made in the Registration Statement, the Prospectus, or omission any amendment or alleged omission made therein supplement thereto, in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of the Company specifically Investor expressly for inclusion use therein; (b) provided, however, that the Investor shall not be liable for any misrepresentation such untrue statement or breach omission of which the Investor has delivered to the Company in writing a correction at least two business days before the occurrence of the transaction from which such loss was incurred, and the Investor will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or any representation or warranty made controlling person for any legal and other expense reasonably incurred by the Investor Company, each of its directors, each of its officers who signed the Registration Statement or such controlling person in connection with investigating, defending, settling, compromising or paying any such Loss for which such person is entitled to be indemnified in accordance with this Agreement or any instrument or document contemplated hereby or thereby executed by Section 5.4(b). Notwithstanding the Investor; or (c) any breach provisions of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsSection 5.4, the Investor shall make the maximum contribution to the payment and satisfaction of each not be liable for any indemnification obligation under this Agreement in excess of the Indemnified Liabilitiesamount of net proceeds received by the Investor from the sale of the Registrable Securities, which is permissible under Applicable Lawsunless such obligation has resulted from the gross negligence or willful misconduct of the Investor.

Indemnification by the Investor. In consideration of the Company’s execution The Investor will, severally and delivery of this Agreement, and in addition to all of the not jointly with any other Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who sign the transactions contemplated by this Agreement) Registration Statement and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by losses, claims, damages, liabilities or expenses to which the Company Indemnitees or any Company, each of them as a result ofits directors, or arising out of, or relating to (a) any untrue statement or alleged untrue statement each of a material fact contained in its officers who sign the Registration Statement for or controlling person may become subject, under the registration of Securities Act, the Shares as originally filed or in any amendment thereofExchange Act, or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in any related prospectus, or in any amendment respect thereof or supplement thereto, or as contemplated below) arise out of or are based upon (i) any failure on the part of the Investor to comply with the covenants and agreements contained in this Agreement respecting the sale of the Registrable Shares or (ii) the inaccuracy of any representation or warranty made by the Investor in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of the Company specifically Investor expressly for inclusion use therein; (b) provided, however, that the Investor shall not be liable for any misrepresentation such untrue or breach alleged untrue statement or omission or alleged omission of which the Investor has delivered to the Company in writing a correction at least five business days before the occurrence of the transaction from which such loss was incurred. The Investor will reimburse the Selling Shareholders and the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any representation or warranty made legal and other expense reasonably incurred by the Investor Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action for which such person is entitled to be indemnified in accordance with this Agreement or any instrument or document contemplated hereby or thereby executed by Section 6.4(c). Notwithstanding anything to the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contrary contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsherein, the Investor shall make be liable under this Section 6.4(c) for only that amount as does not exceed the maximum contribution net proceeds to the payment and satisfaction of each Investor as a result of the Indemnified Liabilities, which is permissible under Applicable Lawssale of Registrable Shares pursuant to the Registration Statement.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all of Company, its directors, officers, directorsagents and employees, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (collectivelyAct), and the “Company Indemnitees”) directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereofProspectus, or in any related form of prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading; provided, however, but only to the extent that such untrue statement or omission is contained in any information so furnished by the Investor will only be liable in writing to the Company specifically for written inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information relating to regarding the Investor furnished to the Company by or on behalf of the Investor specifically in writing expressly for inclusion in the documents referred to in the foregoing indemnityuse therein, and will not be liable in any such case or to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished relates to the Investor by or on behalf the Investor’s proposed method of the Company specifically for inclusion therein; (b) any misrepresentation or breach distribution of any representation or warranty made Registrable Securities and was reviewed and expressly approved by the Investor or its counsel expressly for use in this Agreement or any instrument or document contemplated hereby or thereby executed the Registration Statement (it being understood that the information provided by the Investor; Investor to the Company in Exhibits A-0, X-0 xxx X-0 xnd the Plan of Distribution set forth on Exhibit C, as the same may be modified by the Investor pursuant hereto and other information provided by the Investor to the Company in or (c) pursuant to the Transaction Documents constitutes information reviewed and expressly approved by the Investor or its counsel in writing expressly for use in the Registration Statement), such Prospectus or such form of Prospectus or in any breach of any covenant, agreement amendment or obligation supplement thereto. In no event shall the liability of the Investor contained hereunder be greater in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by amount than the Investor. To dollar amount of the extent that the foregoing undertaking net proceeds received by the Investor may be unenforceable under Applicable Laws, upon the Investor shall make the maximum contribution to the payment and satisfaction of each sale of the Indemnified Liabilities, which is permissible under Applicable LawsRegistrable Securities giving rise to such indemnification obligation.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its directors and officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (collectively, the “Company Indemnitees”) from and against any all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all Indemnified Liabilities incurred attorneys fees) to which the Company and each such other person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (i) any violation of law (including United States federal or state securities laws or the rules and regulations of the Principal Market) by the Company Indemnitees Investor or the Broker-Dealer or any of them as a result oftheir respective, affiliates, associates, representatives, agents, officers, directors or employees or any entity managed or controlled by the Investor in connection with the transactions contemplated by this Agreement, (ii) any breach by the Investor of this Agreement, or arising out of, or relating to (aiii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed Current Report or in any amendment thereof, Prospectus Supplement or in any related prospectusPermitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case, that to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred to in the foregoing indemnityCurrent Report or such Prospectus Supplement or Permitted Free Writing Prospectus, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument amendment thereof or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investorsupplement thereto. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsSubject to Section 8.2, the Investor shall make reimburse the maximum contribution Company and each such director, officer or controlling person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified persons in investigating, defending against, or preparing to the payment and satisfaction of each of the Indemnified Liabilitiesdefend against any such claim, action, suit or proceeding with respect to which it is permissible under Applicable Lawsentitled to indemnification.

Indemnification by the Investor. In consideration of The Investor agrees to severally and jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 5.02, the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all each of its officers, directors, shareholderseach of its officers who signs the Registration Statement, employees and agents (includingeach Person, without limitationif any, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act and the Company’s agents (collectivelycollectively and together with an Indemnified Person, the an “Company IndemniteesIndemnified Party”) from and ), against any and all Claim or Indemnified Liabilities incurred by the Company Indemnitees or Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as a result of, such Claim or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or Indemnified Damages arise out of or are based upon any Violation, in each case to the omission extent, and only to the extent, that such Violation is due to the inclusion in the Registration Statement of the written information furnished to the Company by the Investor expressly for use in connection with the Registration Statement; and, subject to Section 5.04, the Investor will reimburse any legal or alleged omission to state therein a material fact required to be stated therein other expenses reasonably incurred by them in connection with investigating or necessary to make the statements therein not misleadingdefending any such Claim; provided, however, that the indemnity agreement contained in this Section 5.03 and the agreement with respect to contribution contained in Section 5.06 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor will shall only be liable under this Section 5.03 for written information relating that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to the Investor furnished to the Company Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable Securities by the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case pursuant to the extent that Registration Statement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 5.03 with respect to any such loss, claim, damage or liability arises out preliminary prospectus shall not inure to the benefit of or is based upon any such untrue statement or alleged Indemnified Party if the untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor material fact contained in this Agreement the preliminary prospectus were corrected on a timely basis in the prospectus, as then amended or any other certificate, instrument or document contemplated hereby or thereby executed by the Investorsupplemented. To the extent that the foregoing undertaking by the This indemnification provision shall apply separately to each Investor may and liability hereunder shall not be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment joint and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsseveral.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company Company, its Subsidiaries, and all of its and their officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws. With respect to the foregoing, the Investor shall not be responsible for any liabilities or expenses of the Company that have been determined in a final judgment or order to have resulted directly and primarily from the Company’s bad faith, willful misconduct or gross negligence.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless harmless, to the Company and all of fullest extent permitted by law, the Company, its directors, officers, directorsemployees, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) shareholders and each person who controls the Investor Company (within the meaning of Section 15 the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) Investor’s failure to comply with the prospectus delivery requirements of the Securities Act Act; (ii) the use by Investor of an outdated or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by defective Prospectus after the Company Indemnitees has notified Investor in writing that the Prospectus is outdated or any of them as a result of, defective; or arising out of, or relating to (aiii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration or any omission of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or in any Blue Sky Application or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating (A) to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnityextent, and will not be liable in any such case but only to the extent that any such loss, claim, damage or liability arises out of or is based upon any (1) such untrue statement or alleged untrue statement or omission or alleged omission made therein is contained in reliance upon and in conformity with written any information furnished in writing by Investor to the Investor by or on behalf of the Company specifically for inclusion therein; in such Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application or (b2) such information relates to Investor or Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Investor expressly for use in a Registration Statement (it being understood that the Investor has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any misrepresentation amendment or breach supplement thereto. In no event shall the liability of Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 5 and the amount of any representation damages Investor has otherwise been required to pay by reason of such untrue statement or warranty made omission) received by Investor upon the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation sale of the Investor contained Registrable Securities included in this Agreement the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or any other certificate, instrument or document contemplated hereby or thereby executed willful misconduct by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, (i) indemnify and hold harmless the Company and all Company, its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) officers and each person person, if any, who controls the Investor Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by losses, claims, damages or liabilities to which the Company Indemnitees or any such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of them as a result of, or arising out of, or relating to (a) any are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstance in which they were made, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that and the Investor will only be liable hereby agrees to reimburse such Company for written information relating to the Investor furnished to the Company all reasonable legal and other expenses incurred by them in connection with investigating or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in defending any such action or claim as and when such expenses are incurred, in each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsexpressly for use therein.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its directors and officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (collectively, the “Company Indemnitees”) from and against any all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all Indemnified Liabilities incurred attorneys fees) to which the Company and each such other person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (i) any violation of law (including United States federal or state securities laws or the rules and regulations of the Principal Market) by the Company Indemnitees Investor or the Broker-Dealer or any of them as a result oftheir respective, affiliates, associates, representatives, agents, officers, directors or employees or any entity managed or controlled by the Investor in connection with the transactions contemplated by this Agreement, (ii) any breach by the Investor of this Agreement, or arising out of, or relating to (aiii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed Current Report or in any amendment thereof, or in any related prospectusProspectus Supplement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case, that to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred to in the foregoing indemnityCurrent Report or such Prospectus Supplement, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument amendment thereof or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investorsupplement thereto. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsSubject to Section 8.2, the Investor shall make reimburse the maximum contribution Company and each such director, officer or controlling person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified persons in investigating, defending against, or preparing to the payment and satisfaction of each of the Indemnified Liabilitiesdefend against any such claim, action, suit or proceeding with respect to which it is permissible under Applicable Lawsentitled to indemnification.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholdersstockholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 Act, each officer of the Exchange Act (collectively, Company who signs the “Company Indemnitees”Registration Statement and each director of the Company) from and against any and all Indemnified Liabilities incurred by losses, claims, damages or liabilities to which the Company Indemnitees (or any of them such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as a result ofsuch losses, claims, damages or arising liabilities (or actions or proceedings in respect thereof) arise out of, or relating to are based upon, (ai) any untrue statement failure to comply with the covenants and agreements contained in this Agreement respecting the sale of the Shares, or alleged (ii) any untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any if such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company Investor specifically for inclusion thereinuse in preparation of the Registration Statement, and the Investor will reimburse the Company (or such officer, director or controlling person), as the case may be, for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; (b) any misrepresentation or breach of any representation or warranty made provided, however, that the Investor's obligation to indemnify the Company shall be limited to the net amount received by the Investor from the sale of the Shares; and further provided however, that the Selling Stockholder shall have no obligation to indemnify the Company in this Agreement any such case for any statement or alleged statement in or omission or alleged omission from such Registration Statement, preliminary prospectus, final prospectus or summary prospectus contained therein, or any instrument amendment or document contemplated hereby supplement thereto, in which such statement or thereby executed by the Investor; or (c) any breach of any covenantomission has been corrected, agreement or obligation of the Investor contained in this Agreement or any other certificatewriting, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution and delivered to the payment and satisfaction of each of Company at least ten days before the Indemnified Liabilities, sale or sales from which is permissible under Applicable Lawssuch loss occurred.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all each of its officersAffiliates, directors, shareholdersemployees, employees members, managers and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act (collectivelyAct, to the “Company Indemnitees”) fullest extent permitted by applicable Law, from and against any and all Indemnified Liabilities incurred by the Company Indemnitees Losses to which they or any of them may become subject insofar as a result of, such Losses arise out of or arising out of, or relating to (a) are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Disclosure Package or any related prospectusInvestor Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, howeverto the extent, but only to the extent, that the Investor will only be liable for any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion therein; provided, however, that the total amount to be indemnified by the Investor pursuant to this Section 1(d)(ii) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by the Investor in the documents referred offering to in which such Registration Statement or Prospectus relates; provided, further, that the foregoing indemnity, and will Investor shall not be liable in any such case to the extent that prior to the filing of any such lossRegistration Statement or Disclosure Package, claimor any amendment thereof or supplement thereto, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein it has furnished in reliance upon and in conformity with written information furnished writing to the Investor by Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement Disclosure Package, or any instrument amendment thereof or document contemplated hereby supplement thereto which corrected or thereby executed by made not misleading information previously provided to the Investor; or (c) Company. This indemnity agreement will be in addition to any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by liability which the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsotherwise have.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, will indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who sign the transactions contemplated by this Agreement) Registration Statement and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by Losses to which the Company Indemnitees or any Company, each of them as a result ofits directors, or arising out of, or relating to (a) any untrue statement or alleged untrue statement each of a material fact contained in its officers who sign the Registration Statement for or controlling person may become subject, under the registration of Securities Act, the Shares as originally filed or in any amendment thereofExchange Act, or any other federal or state statutory law or regulation insofar as such Losses (or actions in any related prospectus, or in any amendment respect thereof or supplement thereto, or as contemplated below) arise out of or are based upon (i) any failure on the omission part of the Investor to comply with the covenants and agreements contained in Sections 3.5 or alleged 5.4 of this Agreement respecting the sale of the Registrable Shares or (ii) the inaccuracy of any representation or warranty made by the Investor in each Transaction Document to which it is a party to, or (iii) any untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement omission was made in the Registration Statement, the Prospectus, or omission any amendment or alleged omission made therein supplement thereto, in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of such Investor expressly for use therein; provided, however, that the Investor shall not be liable for any such untrue statement or omission of which the Investor has delivered to the Company specifically in writing a correction at least five business days before the occurrence of the transaction from which such loss was incurred, and the Investor will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made legal and other expense reasonably incurred by the Investor Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such Loss for which such person is entitled to be indemnified in accordance with this Agreement or any instrument or document contemplated hereby or thereby executed by Section 5.5(b). Notwithstanding anything to the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contrary contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsherein, the Investor shall make the maximum contribution to the payment and satisfaction of each not be liable for any indemnification obligation under this Agreement in excess of the Indemnified Liabilitiesamount of net proceeds received by the Investor from the sale of the Registrable Shares, which is permissible under Applicable Lawsunless such obligation has resulted from the gross negligence or willful misconduct of the Investor.

Indemnification by the Investor. In consideration The Investor agrees, as a consequence of the Company’s execution and delivery inclusion of this Agreementany of its Warrant Shares in a Registration Statement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, (i) indemnify and hold harmless the Company and all Corporation, its directors (including any person who, with his or her consent, may be named in the Registration Statement as a director nominee of the Corporation), its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) officers who sign any Registration Statement and each person Person, if any, who controls the Investor Corporation within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by losses, claims, damages or liabilities to which the Company Indemnitees Corporation or any such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of them as a result of, or arising out of, or relating to (a) any are based upon an untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made Corporation by the Investor expressly for use therein, and (ii) reimburse the Corporation for any legal or other expenses incurred by the Corporation in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Investor shall not be liable under this Agreement or Section 11(b) for any instrument or document contemplated hereby or thereby executed amount in excess of the net proceeds paid to the Investor in respect of Warrant Shares sold by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless harmless, to the Company and all of fullest extent permitted by law, the Company, its directors, officers, directorsemployees, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) stockholders and each person Person who controls the Investor Company (within the meaning of Section 15 the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) the Investor’s failure to comply with the prospectus delivery requirements of the Securities Act at any time when the Company does not meet the conditions for use of Rule 172, has advised the Investor in writing that the Company does not meet such conditions and that therefore the Investor is required to deliver a Prospectus in connection with any sale or Section 20 other disposition of Registrable Securities and has provided the Exchange Act Investor with a current Prospectus for such use, (collectively, ii) the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred use by the Investor of an outdated or defective Prospectus after the Company Indemnitees has notified the Investor that such Prospectus is outdated or any defective and the use of them as a result ofcorrected or updated Prospectus would have avoided such losses, claims, damages, liabilities or arising out ofexpenses, or relating to (aiii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration or any omission of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading; provided, howeverto the extent, but only to the extent, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein is contained in reliance upon and in conformity with written any information furnished to in writing by the Investor by or on behalf of to the Company specifically for inclusion therein; in such Registration Statement or Prospectus or amendment or supplement thereto, or (biv) the failure by the Investor to independently comply with any misrepresentation law or breach regulation or to take any action required of a seller of securities by a party in the position of the Investor (including any representation or warranty made obligations of an underwriter if the Investor is deemed to be acting as an underwriter). In no event shall the liability of the Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Investor in connection with any claim relating to this Agreement or any instrument or document contemplated hereby or thereby executed by Section B.8.(b) and the Investor; or (c) any breach amount of any covenant, agreement or obligation of damages the Investor contained in this Agreement has otherwise been required to pay by reason of such untrue statement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking omission) received by the Investor may be unenforceable under Applicable Laws, upon the Investor shall make the maximum contribution to the payment and satisfaction of each sale of the Indemnified Liabilities, which is permissible under Applicable LawsRegistrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, will indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who signed the transactions contemplated by this Agreement) Registration Statement and each person person, if any, who controls the Investor Company within the meaning of Section 15 the Registration Rights Agreement skadden Aug 10(3) - 9 - Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, its directors, its officers who signed the Registration Statement and any controlling persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Securities Act Investor, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or Section 20 of the Exchange Act expenses (collectively, the “Company Indemnitees”or actions in respect thereof as contemplated below) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising arise out of, are based upon, relate to or relating to (a) result from any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for Statement, the registration of the Shares as originally filed Prospectus, or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement theretoto the Registration Statement or Prospectus, or arise out of or of, are based upon upon, relate to or result from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, howeverin each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Investor will only be liable for Registration Statement, the Prospectus, or any amendment or supplement thereto, solely in reliance upon and in conformity with written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred to in the foregoing indemnityuse therein, and the Investor will not be liable reimburse the Company, each of its directors, each of its officers who signed the Registration Statement, and any controlling persons for any reasonable legal and other expense incurred by the Company, its directors, its officers who signed the Registration Statement, and any controlling persons, in any such case connection with investigating, defending (or preparing to the extent that defend), settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability arises out of or is based upon action; PROVIDED, HOWEVER, that the Investor shall not be liable for any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished respect to which the Investor has delivered to the Investor by or on behalf Company in writing a correction before the occurrence of the Company specifically for inclusion therein; (b) any misrepresentation or breach event from which such loss was incurred. Notwithstanding the provisions of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsSection 4.2, the Investor shall make not be liable for any indemnification obligation under this Agreement in excess of the maximum contribution aggregate amount of net proceeds received by the Investor from the sale of the Registrable Securities pursuant to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsRegistration Statement.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its directors, officers, directorsemployees, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) representatives and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (collectively, the “Company Indemnitees”) from and against any all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all Indemnified Liabilities incurred by attorneys fees) to which the Company Indemnitees and each such other person may become subject, under the Securities Act or any otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of them as a result of, or arising out of, or relating to (a) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed Current Report or in any amendment thereof, Prospectus Supplement or in any related prospectusPermitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case, to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor to the Company expressly for inclusion in the Current Report or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer, employee, representative or controlling person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified persons in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding with respect to which it is entitled to indemnification pursuant to this Article VII; provided, however, that the Investor will shall only be liable required to pay the costs and expenses of one legal counsel for written information relating all indemnified persons in connection with the matter giving rise to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion indemnification claim in the documents referred to in the foregoing indemnityquestion, and will not be liable such costs and expenses in any connection with such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein matter shall in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsno event exceed more than $500,000.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor Company in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor; or (d) any cause of action, suit or claim brought or made against such Company Indemnitee not arising out of any action or inaction of a Company Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsfor any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsapplicable law.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition The Investor agrees to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all each of its officersAffiliates, directors, shareholdersemployees, employees members, managers and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person who controls the Investor Company within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act (collectivelyAct, to the “Company Indemnitees”) fullest extent permitted by applicable Law, from and against any and all Indemnified Liabilities incurred by the Company Indemnitees Losses to which they or any of them may become subject insofar as a result of, such Losses arise out of or arising out of, or relating to (a) are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Disclosure Package or any related prospectusInvestor Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, howeverto the extent, but only to the extent, that the Investor will only be liable for any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion therein; provided, however, that the total amount to be indemnified by the Investor pursuant to this Section 5(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by the Investor in the documents referred offering to in which such Registration Statement or Prospectus relates; provided further that the foregoing indemnity, and will Investor shall not be liable in any such case to the extent that prior to the filing of any such lossRegistration Statement or Disclosure Package, claimor any amendment thereof or supplement thereto, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein it has furnished in reliance upon and in conformity with written information furnished writing to the Investor by Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement Disclosure Package, or any instrument amendment thereof or document contemplated hereby supplement thereto which corrected or thereby executed by made not misleading information previously provided to the Investor; or (c) Company. This indemnity agreement will be in addition to any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by liability which the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsotherwise have.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; provided, however, that under no circumstance shall the Investor be required to pay any amount in excess of the Commitment Fee pursuant to this Article V (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor; or (d) any cause of action, suit or claim brought or made against such Company Indemnitee not arising out of any action or inaction of a Company Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsfor any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsapplicable law.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company Company, its Subsidiaries and all of its and their officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to of (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, will indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who sign the transactions contemplated by this Agreement) Registration Statement and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by losses, claims, damages, liabilities or expenses to which the Company Indemnitees or any Company, each of them as a result ofits directors, or arising out of, or relating to (a) any untrue statement or alleged untrue statement each of a material fact contained in its officers who sign the Registration Statement for or controlling person may become subject, under the registration of Securities Act, the Shares as originally filed or in any amendment thereofExchange Act, or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in any related prospectus, or in any amendment respect thereof or supplement thereto, or as contemplated below) arise out of or are based upon (i) any failure on the part of the Investor to comply with the covenants and agreements contained in Sections 3.5 or 5.3 of this Agreement respecting the sale of the Registrable Shares or (ii) the inaccuracy of any representation or warranty made by the Investor in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus only, in light of the circumstances under which they were made), not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of the Company specifically Investor expressly for inclusion use therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenantprovided, agreement or obligation of the Investor contained in this Agreement or any other certificatehowever, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the maximum contribution Investor has delivered to the payment Company in writing a correction at least five business days before the occurrence of the transaction from which such loss was incurred, and satisfaction of the Investor will reimburse the Company, each of its directors, each of its officers who signed the Indemnified LiabilitiesRegistration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action for which such person is permissible under Applicable Lawsentitled to be indemnified in accordance with this Section 5.4(b).

Indemnification by the Investor. In consideration The Investor will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protectany Registrable Securities held by such selling holder, indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees directors and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) officers and each person Underwriter (if any), and each other selling holder and each other Person, if any, who controls the Investor another selling holder or such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees losses, claims, judgments, damages or any liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of them as a result of, or arising out of, or relating to (a) are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any “free writing prospectus,” as such term is defined in Rule 405 under the Securities Act, or summary prospectus contained in the Registration Statement for the registration of the Shares as originally filed Statement, or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, , or any untrue statement or alleged untrue statement of a material fact in the information conveyed 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 necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnitytherein, and will not be liable shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in any such case to the extent that connection with investigation or defending any such loss, claim, damage damage, liability or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsaction.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, will indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who signed the transactions contemplated by this Agreement) Registration Statement and each person person, if any, who controls the Investor Company within the meaning of Section 15 the Act, against any losses, claims, damages, liabilities or expenses to which the Company, its directors, its officers who signed the Registration Statement and any controlling persons may become subject, under the Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Securities Act Investor, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or Section 20 of the Exchange Act expenses (collectively, the “Company Indemnitees”or actions in respect thereof as contemplated below) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising arise out of, are based upon, relate to or relating to (a) result from any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for Statement, any preliminary prospectus, the registration of the Shares as originally filed Prospectus, or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement theretoto the Registration Statement or Prospectus, or arise out of or of, are based upon upon, relate to or result from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, howeverin each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Investor will only be liable for Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto, solely in reliance upon and in conformity with written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred to in the foregoing indemnityuse therein, and the Investor will not be liable reimburse the Company, each of its directors, each of its officers who signed the Registration Statement, and any controlling persons for any reasonable legal and other expense incurred by the Company, its directors, its officers who signed the Registration Statement, and any controlling persons, in any such case connection with investigating, defending (or preparing to the extent that defend), settling, compromising or paying any such loss, claim, damage damage, liability, expense or liability arises out of or is based upon action; PROVIDED, HOWEVER, that the Investor shall not be liable for any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished respect to which the Investor has delivered to the Investor by or on behalf Company in writing a correction before the occurrence of the Company specifically for inclusion therein; (b) any misrepresentation or breach event from which such loss was incurred. Notwithstanding the provisions of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsSection 6.6, the Investor shall make not be liable for any indemnification obligation under this Agreement in excess of the maximum contribution aggregate amount of net proceeds received by the Investor from the sale of the Registrable Shares pursuant to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsRegistration Statement.

Indemnification by the Investor. In consideration of To the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreementextent permitted by law, the Investor shall defendand any Holder will, protectif Registrable Securities held by such Investor or Holder are included in the securities as to which such registration, qualifications or compliance is being effected, indemnify and hold harmless the Company and all Company, each of its directors, its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) its stockholders and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act Act, any underwriter and any Person selling securities under such registration statement or Section 20 any of such Person's partners, directors, managers, officers, stockholders or members or any person who controls such Person, against any losses, claims, damages or liabilities to which the Company or any such Company director, officer or controlling person, underwriter or other Person, or partner, director, manager, officer, stockholder or member or controlling person of such Person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (collectively, the “Company Indemnitees”or actions in respect thereto) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; providedany Violation, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent (and only to the extent) that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein Violation occurs in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor or Holder under an instrument duly executed by such Investor or Holder and stated to be specifically for use in connection with such registration; and each such Investor or Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Person, or partner, officer, director, manager, stockholder or member or controlling person of such other Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach Section shall not apply to amounts paid in settlement of any covenantsuch loss, agreement claim, damage, liability or obligation action if such settlement is effected without the written consent of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified LiabilitiesHolder, which is permissible under Applicable Lawsconsent shall not be unreasonably withheld.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this AgreementThe Investor will indemnify, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify defend and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who sign the transactions contemplated by this Agreement) Registration Statement and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by losses, claims, damages, liabilities or expenses to which the Company Indemnitees or any Company, each of them as a result ofits directors, or arising out of, or relating to (a) any untrue statement or alleged untrue statement each of a material fact contained in its officers who sign the Registration Statement for or each controlling person may become subject, under the registration of Securities Act, the Shares as originally filed or in any amendment thereofExchange Act, or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in any related prospectus, or in any amendment respect thereof or supplement thereto, or as contemplated below) arise out of or are based upon (i) any failure on the part of the Investor to comply with the covenants and agreements contained in Sections 3.5 or 5.3 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation or warranty made by the Investor in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of the Company specifically Investor expressly for inclusion use therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenantprovided, agreement or obligation of the Investor contained in this Agreement or any other certificatehowever, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the maximum contribution Investor has delivered to the payment Company in writing a correction at least five business days before the occurrence of the transaction from which such loss was incurred, and satisfaction of the Investor will reimburse the Company, each of its directors, each of its officers who signed the Indemnified LiabilitiesRegistration Statement and each controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or each controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action for which such person is permissible under Applicable Lawsentitled to be indemnified in accordance with this Section 5.4(b).

Indemnification by the Investor. In consideration of To the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreementextent permitted by law, the Investor shall defend, protect, agrees to indemnify and hold harmless the Company and all of Company, its partners, affiliates, officers, directors, shareholdersemployees and duly authorized agents, and each Controlling Person, from and against any Damages, joint or several, and any action or proceeding in respect thereof to which the Company, its partners, affiliates, officers, directors, employees and agents (includingduly authorized agents, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of any such Controlling Person may become subject under the Securities Act or Section 20 of the Exchange Act otherwise as incurred and, insofar as such Damages (collectively, the “Company Indemnitees”or actions or proceedings in respect thereof) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising arise out of, or relating to (a) are based upon, any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for or prospectus relating to the registration of the Shares as originally filed Registrable Securities or in any amendment thereof, or in any related preliminary prospectus, or in any amendment thereof or supplement theretoarises out of, or arise out of or are based upon the 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, and shall reimburse the Company, its partners, affiliates, officers, directors, employees and duly authorized agents, and each such Controlling Person for any legal and other expenses reasonably incurred by the Company, its partners, affiliates, officers, directors, employees and duly authorized agents, or any such Controlling Person, as incurred, in investigating or defending or preparing to defend against any such Damages or actions or proceedings; provided, however, that this section 3.2 shall apply only with respect to statements provided by the Investor will only be liable for written information relating Investor; provided further, that the indemnity agreement contained in this Section 3.2 shall not apply to the Investor furnished to the Company by or on behalf amounts paid in settlement of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability arises out of or action if such settlement is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to effected without the Investor by or on behalf consent of the Company specifically for inclusion thereinInvestor, which consent shall not be unreasonably withheld; (b) and provided further, that in no event shall any misrepresentation or breach of any representation or warranty made by indemnity under this Section 3.2 exceed the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed net proceeds from the offering received by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this AgreementThe Investor will indemnify, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify defend and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who sign the transactions contemplated by this Agreement) Registration Statement and each person Person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by Losses to which the Company Indemnitees or Company, any of them as a result ofits directors, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in its officers who sign the Registration Statement for or any controlling Person may become subject, under the registration of Securities Act, the Shares as originally filed or in any amendment thereofExchange Act, or in any related prospectus, other federal or in any amendment thereof state statutory law or supplement thereto, or regulation insofar as such Losses arise out of or are based upon (i) any failure on the part of the Investor to comply with the covenants and agreements contained in Sections 4.5 or 6.2 of this Agreement respecting the sale of the Shares, (ii) the inaccuracy of any representation or warranty made by the Investor in this Agreement, or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of the Company specifically Investor expressly for inclusion use therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenantprovided, agreement or obligation of the Investor contained in this Agreement or any other certificatehowever, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the maximum contribution Investor has delivered to the payment Company in writing a correction at least five (5) business days before the occurrence of the transaction from which such Loss was incurred, and satisfaction of the Investor will reimburse the Company, each of its directors, each of its officers who signed the Indemnified LiabilitiesRegistration Statement and each controlling Person for any legal and other expense reasonably incurred by the Company, each of its directors and officers who signed the Registration Statement or each controlling Person in connection with investigating, defending, settling, compromising or paying any Loss for which such Person is permissible under Applicable Lawsentitled to be indemnified in accordance with this Section 6.3(b).

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of Certain confidential information contained in this document, marked by [***], has been omitted because Eos Energy Enterprises, Inc. (the “Company”) has determined that the information (i) is not material and (ii) contains personal information. the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsLaw, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsLaw.

Indemnification by the Investor. In consideration With regard to the registration of Primary Offering Securities or Registrable Securities under the Securities Act, the Investor will indemnify, defend and hold harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Company, each Affiliate of the Company’s execution and delivery , each member, manager, partner, shareholder or equity owner of this Agreementthe Company or such Affiliate, and in addition each officer, director, trustee, employee, representative, agent and advisor of and to all any of the Investor’s other obligations under this Agreementforegoing, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person Person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act and each member, manager, partner, shareholder or equity owner of the such controlling Person, and each officer, director, trustee, employee, representative, agent and advisor of and to any of the foregoing, each underwriter, if any, and each Person, if any, who controls such underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act (collectivelyeach, the a “Company IndemniteesIndemnified Party” and together with the Investor Indemnified Party, an “Indemnified Party”) from and against any and all Indemnified Liabilities incurred by Damages to which the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) and each such other Person may become subject resulting from any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration or Prospectus of the Shares as originally filed Company (or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto) or any preliminary Prospectus of the Company or other document incident to any such registration, qualification, or arise compliance, or arising out of of, or are based upon the 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; providedmisleading in light of the circumstances in which they were made, however, that if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Company by the Investor will for incorporation therein, but only be liable for written to the extent that such untrue statements or omissions are based solely upon information relating to regarding the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred to in the foregoing indemnityuse therein, and will not be liable in any such case or to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished relates to the Investor by or on behalf the Investor’s proposed method of the Company specifically for inclusion therein; (b) any misrepresentation or breach distribution of any representation or warranty made Registrable Securities and was reviewed and expressly approved in writing by the Investor expressly for use in this Agreement the Registration Statement under which any Registrable Securities held by the Investor were registered under the Securities Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained therein, or any instrument amendment or document contemplated hereby or thereby executed supplement thereto. In addition to the indemnity contained herein, the Investor will reimburse the Company Indemnified Parties promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by the Investor; Company or (c) such Company Indemnified Parties in investigating, defending against, or preparing to defend against any breach of any covenantsuch claim, agreement action, suit or obligation proceeding with respect to which it is entitled to indemnification. The obligations of the Investor contained under this Section 2.9(b) shall not apply to amounts paid in settlement of any such Damages (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld). Furthermore, the liability of the Investor under this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by Section 2.9(b) shall be limited to the Investor. To the extent that the foregoing undertaking net proceeds received by the Investor may be unenforceable under Applicable Laws, from the Investor shall make Partnership in redemption of Common Units pursuant to Section 2.2(g) hereof with respect to such Registration Statement and from the maximum contribution to the payment and satisfaction sale of each of the Indemnified Liabilities, which is permissible under Applicable LawsRegistrable Securities covered by such Registration Statement.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the such Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, the Transaction Documents and in addition to all of the Investor’s other obligations under this Agreementthe Transaction Documents, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its shareholders, partners, members, officers, directors, shareholders, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities Liabilities, incurred by the any Company Indemnitees or any of them as a result of, or arising out of, or relating to (ai) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed any Commission Documents (or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will indemnity in this clause (i) shall only be liable for apply to any loss, claim, damage or liability to the extent arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission in a Commission Document made therein in reliance upon and in conformity with written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (bii) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by of the InvestorTransaction Documents; or (ciii) any material breach of any material covenant, material agreement or material obligation of the Investor contained in this Agreement any of the Transaction Documents; or (iv) any cause of action, suit, proceeding or claim brought or made against such Company Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any other certificateSubsidiary) or which otherwise involves such Company Indemnitee that arises out of or results from the execution, instrument delivery, performance or document contemplated hereby or thereby executed by enforcement of any of the InvestorTransaction Documents. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsfor any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, Liabilities which is permissible under Applicable Lawsapplicable law.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this AgreementThe Investor will indemnify, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify defend and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who sign the transactions contemplated by this Agreement) Registration Statement and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by Losses to which the Company Indemnitees or any Company, each of them as a result ofits directors, or arising out of, or relating to (a) any untrue statement or alleged untrue statement each of a material fact contained in its officers who sign the Registration Statement for or such controlling person may become subject, as incurred, under the registration of Securities Act, the Shares as originally filed or in any amendment thereofExchange Act, or in any related prospectus, other federal or in any amendment thereof state statutory law or supplement thereto, or regulation insofar as such Losses arise out of or are based upon (i) any failure on the omission part of the Investor to comply with the covenants and agreements contained in Sections 3.5 or alleged 5.3 of this Agreement respecting the sale of the Registrable Securities or (ii) the inaccuracy of any representation or warranty made by the Investor in this Agreement or (iii) any untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement omission was made in the Registration Statement, the Prospectus, or omission any amendment or alleged omission made therein supplement thereto, in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of the Company specifically Investor expressly for inclusion use therein; (b) any misrepresentation or breach of any representation or warranty made by provided, however, that the Investor shall not be liable for any such untrue statement or omission of which the Investor has delivered to the Company in this Agreement or any instrument or document contemplated hereby or thereby executed by writing a correction at least two business days before the Investor; or (c) any breach of any covenant, agreement or obligation occurrence of the Investor contained in transaction from which such loss was incurred. Notwithstanding the provisions of this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsSection 5.4, the Investor shall make the maximum contribution to the payment and satisfaction of each not be liable for any indemnification obligation under this Agreement in excess of the Indemnified Liabilities, which is permissible under Applicable Lawsamount of net proceeds received by the Investor from the sale of the Registrable Securities.

Indemnification by the Investor. In consideration The Investor agrees, as a consequence of the Company’s execution and delivery inclusion of this Agreementany of its Registrable Securities in a Registration Statement which facilitates the disposition of Registrable Securities, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, (i) indemnify and hold harmless the Company and all Company, its directors (including any person who, with his or her consent, is named in the Registration Statement as a director nominee of the Company), its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) officers and each person person, if any, who controls the Investor Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by losses, claims, damages or liabilities to which the Company Indemnitees or any such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of them as a result of, or arising out of, or relating to (a) any are based upon an untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus), not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of the Company specifically Investor expressly for inclusion use therein; provided, however, that Investor shall not be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Investor or underwriter in respect of shares sold by it, and (bii) reimburse the Company for any misrepresentation legal or breach of any representation or warranty made other expenses incurred by the Investor Company in this Agreement connection with investigating or defending any instrument such action or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsclaim as such expenses are incurred.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholdersstockholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsLaw, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsLaw.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and mutual obligations set forth in addition to all of the Investor’s other obligations under this Agreement, the Investor (for purposes of this Section 7.2, the “Indemnitor”) shall defend, protect, indemnify and hold harmless the Company and all of its the Company’s shareholders, officers, directors, shareholdersemployees, employees counsel, and any of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, for purposes of this Section 7.2, the “Company Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (for purposes of this Section 7.2, the “Indemnified Liabilities Liabilities”), incurred by the any Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (bI) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement Indemnitor or any other certificate, instrument or document contemplated hereby or thereby executed by the Investorthereby; or (cII) any breach of any covenant, agreement or obligation of the Investor Indemnitor contained in this the Agreement or any other certificate, instrument or document contemplated hereby or thereby executed thereby; or (III) any cause of action, suit or claim brought or made against such Company Indemnitees by a third party and arising out of or resulting from the Investorexecution, delivery, performance or enforcement of the Agreement or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any such Registration Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing undertaking by the Investor Indemnitor may be unenforceable under Applicable Lawsfor any reason, the Investor Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, Liabilities which is permissible under Applicable Lawsapplicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or the Company Indemnitees may be subject to.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company Company, its Subsidiaries, and all of its and their officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws. With respect to the foregoing, the Investor shall not be responsible for any liabilities or expenses of the Company that have been determined in a final judgment or order to have resulted directly and primarily from the Company’s bad faith, willful misconduct or gross negligence.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares Stock as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor Investor(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable LawsLaw, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsLaw.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all ABNH, each of its officers, directors, shareholderseach of its officers who has signed the registration statement, employees and agents (includingeach underwriter of the Registrable Securities, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each controlling person who controls the Investor within the meaning of Section 15 any of the Securities Act foregoing, against all claims, losses, damages and liabilities (or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”actions in respect thereof) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, of or relating to (a) based on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular, or other document relating to the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, Registrable Securities (or in any related prospectusregistration statement, notification or in the like) or any amendment thereof or supplement thereto, or arise out of or are based upon the 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; provided, howeverto the extent, but only to the extent, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made ABNH by the Investor in this Agreement expressly for use therein, or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation failure of the Investor contained in this Agreement to deliver a copy of the current version of the registration statement, prospectus, offering circular, or any amendments or supplements thereto after ABNH has furnished the Investor with a sufficient number of copies thereof, and will reimburse ABNH and each such director, officer or controlling person for any legal or any other certificateexpenses reasonably incurred in connection with investigating or defending any such claim, instrument loss, damage, liability or document contemplated hereby or thereby executed by the Investor. To the extent action, PROVIDED, HOWEVER, that the foregoing undertaking by Investor will not be liable under this Section for losses, costs, damages or expenses exceeding in the aggregate the net proceeds to the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Lawsin such offering.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company Company, its Subsidiaries and all of its and their officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor; provided, however, that the foregoing indemnity shall not apply to any Indemnified Liabilities to the extent, but only to the extent, that such Indemnified Liabilities resulted directly and primarily from any acts or failures to act, undertaken or omitted to be taken by the Company Indemnitee through its fraud, bad faith, gross negligence, or willful or reckless misconduct. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, will indemnify and hold harmless the Company and all Company, each of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with each of its officers who sign the transactions contemplated by this Agreement) Registration Statement and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by losses, claims, damages, liabilities or expenses to which the Company Indemnitees or any Company, each of them as a result ofits directors, or arising out of, or relating to (a) any untrue statement or alleged untrue statement each of a material fact contained in its officers who sign the Registration Statement for or controlling person may become subject, under the registration of Securities Act, the Shares as originally filed or in any amendment thereofExchange Act, or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in any related prospectus, or in any amendment respect thereof or supplement thereto, or as contemplated below) arise out of or are based upon (i) any failure on the part of the Investor to comply with the covenants and agreements contained in this Agreement respecting the sale of the Registrable Shares or (ii) the inaccuracy of any representation or warranty made by the Investor in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such each case to the extent extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Investor Company by or on behalf of the Company specifically Investor expressly for inclusion use therein; (b) provided, however, that the Investor shall not be liable for any misrepresentation such untrue or breach alleged untrue statement or omission or alleged omission of which the Investor has delivered to the Company in writing a correction at least five business days before the occurrence of the transaction from which such loss was incurred. The Investor will reimburse the Selling Shareholders and the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any representation or warranty made legal and other expense reasonably incurred by the Investor Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action for which such person is entitled to be indemnified in accordance with this Agreement or any instrument or document contemplated hereby or thereby executed by Section 5.3(b). Notwithstanding anything to the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contrary contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Lawsherein, the Investor shall make be liable under this Section 5.3(b) for only that amount as does not exceed the maximum contribution net proceeds to the payment and satisfaction of each Investor as a result of the Indemnified Liabilities, which is permissible under Applicable Lawssale of Registrable Shares pursuant to the Registration Statement.

Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the The Investor shall defend, protect, indemnify and hold harmless the Company and all Company, each of its directors and officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person person, if any, who controls the Investor Company within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act (collectively, the “Company Indemnitees”) from and against any all losses, claims, damages, liabilities and expenses (including reasonable costs of defense and investigation and all Indemnified Liabilities incurred reasonable attorneys' fees) to which the Company and each such other person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (i) any violation of law (including United States federal securities laws) in connection with the transactions contemplated by this Agreement by the Company Indemnitees Investor or any of them as a result ofits affiliates, officers, directors or employees, or arising out of, or relating to (aii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed Current Report or in any amendment thereof, Prospectus Supplement or in any related prospectusPermitted Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case, that to the extent, but only to the extent, the untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically expressly for inclusion in the documents referred Current Report or such Prospectus Supplement or Permitted Free Writing Prospectus, or any amendment thereof or supplement thereto. The Investor shall reimburse the Company and each such director, officer or controlling person promptly upon demand for all legal and other costs and expenses reasonably incurred by the Company or such indemnified persons in investigating, defending against, or preparing to in the foregoing indemnity, and will not be liable in defend against any such case to the extent that any such loss, claim, damage action, suit or liability arises out of or proceeding with respect to which it is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein entitled to indemnification in reliance upon and accordance with the procedures set forth in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable LawsSection 8.2 hereof.