Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Registration Statement, Purchaser to the Prospectus, Company for inclusion in the Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredit, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Companyeach Holder and each other holder of Registrable Securities, and each of its their respective officers, employees, affiliates, directors, each of its officers who signed the Registration Statement partners, members, attorneys and agents, and each person, if any, who controls the Company an Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party” ), from and against any expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities whether joint or expenses to several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the Company, each sale of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, such Registrable Securities was registered under the Securities Act, the Exchange Actany preliminary prospectus, final prospectus 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact summary prospectus contained in the Registration Statement, the Prospectus, or any amendment or supplement to the such Registration Statement or ProspectusStatement, or arise arising out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to the Purchaser and relating to action or inaction required of the Purchaser in each connection with any such registration; and the Purchaser shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or alleged allegedly untrue statement or omission or alleged omission was made in the such Registration Statement, the Prospectuspreliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement theretosupplement, in reliance upon and in conformity with written information furnished to the Company Purchaser, in writing, by or on behalf of such Purchaser selling Holder expressly for use therein; provided, however, that the . The Purchaser also shall not be liable for indemnify any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence Underwriter of the transaction from which such loss was incurredRegistrable Securities, and the Purchaser will reimburse the Companytheir officers, each of its affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of its officers who signed the Registration 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 indemnification provided above in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthis Section 4.1.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the Company, Company and each of its directors, each of its officers who signed the Registration Statement or such controlling person may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on an untrue statement, alleged untrue statement, omission or alleged omission, included in the part of such Registration Statement in reliance upon, and in conformity with, written information furnished by the Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained Company for inclusion in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement. Pursuant to Section 8.2 hereof, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damage, liability, expense liability or actionexpense.

Indemnification by the Purchaser. Each Subject to the terms and conditions of this Article VIII, from and after the Closing, the Purchaser and their respective successors and assigns (with respect to any claim made under this Section 8.2, the “Indemnifying Parties”) will jointly and severally and not jointly indemnify indemnify, defend and hold harmless the CompanySeller and its Affiliates and their respective officers, each of its directors, each managers, employees, successors and permitted assigns (with respect to any claim made under this Section 8.2, the “Indemnified Parties”) from and against any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of its officers who signed the Registration Statement investigation and each personcourt costs and reasonable attorneys’ fees and expenses), if any, who controls the Company within the meaning (any of the Securities Actforegoing, against any lossesa “Loss”) paid, claims, damages, liabilities suffered or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Actincurred by, or imposed upon, any other federal Indemnified Party to the extent arising in whole 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise part out of or are based upon resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of any failure representation or warranty made by the Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by the Purchaser or Shareholder pursuant to this Agreement; (ii) the breach of any covenant or agreement on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser Shareholder set forth in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; (iii) any untrue Action by Person(s) who were holders of equity securities of the Seller, including options, warrants, convertible debt or alleged untrue statement other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any material fact contained in the Registration Statement, the Prospectus, such securities; or (iv) any amendment or supplement to the Registration Statement or 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 not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionFraud Claims.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed sign the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed sign the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 the Purchase Agreement or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation or warranty made by such the Purchaser 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus only, in light of the circumstances under which they were made), not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser the Purchasers expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction at least two (2) business days before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionaction for which such person is entitled to be indemnified in accordance with this Section 1.3(b).

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act and Section 20 of the 1934 Act), against any losses, claims, damages, liabilities or expenses to which and the Company, each of its directors, each of its officers who signed the Registration Statement officers, agents or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent employees of such Purchasercontrolling Persons, which consent shall not be unreasonably withheld) insofar as such lossesto the fullest extent permitted by applicable law, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise from and against all Losses arising solely out of or are based solely upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, or arise arising solely out of or are based solely 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 not misleading(in the case of any Prospectus or form of prospectus or supplement thereto, in each case the light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or alleged omission is contained in any information so furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statement statements or omission omissions are based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein, or alleged omission to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in writing by the Purchaser or its counsel or other person acting on behalf of the Purchaser expressly for use in the Registration Statement, the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(v)-(vii), the use by the Purchaser of an outdated or defective Prospectus after the Company has notified the Purchaser in reliance upon writing that the Prospectus is outdated or defective and in conformity with written information furnished prior to the Company receipt by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser of the Advice contemplated in Section 6. In no event shall not the liability of any selling Purchaser hereunder be liable for any such untrue or alleged untrue statement or omission or alleged omission greater in amount than the dollar amount of which the net proceeds received by the Purchaser has delivered to upon the Company in writing a correction before the occurrence sale of the transaction from which Registrable Securities giving rise to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionindemnification obligation.

Indemnification by the Purchaser. Each Subject to Section 7.3.5, the Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser), which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections Section 5.2 or 7.2 of this Agreement respecting regarding the sale resale of the Shares or (ii) the inaccuracy of any representation representations and warranties made by such Purchaser 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 Prospectusthereto, 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereintherein and such Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person for reasonable legal and other expenses as such expenses are incurred by the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction of such untrue statement or omission of a material fact a reasonable amount of time before the occurrence of the transaction from or upon which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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, liability or expense arose or actionwas based.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each In connection with any -------------------------------- registration statement pursuant to which the Purchaser will severally and not jointly sold or offered for sale Registrable Securities, the Purchaser agrees to (i) indemnify and hold harmless the CompanyCompany and its officers, each of its directors, each of its officers who signed the Registration Statement employees, representatives, underwriter and agents and each person, if any, who controls the Company within the meaning of the Securities Act, control person against any losses, claims, damages, damages or liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any an untrue statement or alleged untrue statement of any a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Registration StatementCompany to the Purchaser, the Prospectusany officer, director, partner, employee, representative, underwriter or agent or control person, or any amendment or supplement to the Registration Statement or Prospectusthereto, 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 light of the circumstances in which they were made, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Purchaser or on behalf of such Purchaser its officers, directors, partners, employees representatives, or agents expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to and (ii) reimburse the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and or other expense expenses reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense action or actionclaim as such expenses are incurred; provided that in no event shall any indemnity under this subsection (b) exceed the gross proceeds from such offering received by the Purchaser.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the Company, Purchaser and each of its directors, each of its officers who signed the Registration Statement or such controlling person may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any an untrue statement, alleged untrue statement, omission or alleged untrue statement of omission, included in any material fact contained in the Registration Statement, the Prospectus, Prospectus or Prospectus supplement or any amendment or supplement to the Registration Statement Prospectus or ProspectusProspectus supplement in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Prospectus or Prospectus supplement, or arise out of or are based upon (ii) the omission or alleged omission to state therein in any Prospectus or Prospectus supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Registration Statement, Purchaser to the Prospectus, Company for inclusion in the Prospectus or any Prospectus supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the it. The Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damage, liabilityliability or expense arising out of, expense or actionbased upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Prospectus or Prospectus supplement or any amendment or supplement to the Prospectus or Prospectus supplement in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Prospectus or Prospectus supplement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), and the directors, officers, agents 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 employees of such Purchasercontrolling Persons, which consent shall not be unreasonably withheld) insofar to the fullest extent permitted by applicable law, from and against all Losses, as such lossesincurred, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise to the extent arising out of or are to the extent based upon upon: (ix) any the Purchaser’s failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale prospectus delivery requirements of the Shares Securities Act or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iiiy) any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or to the Registration Statement or Prospectus, or arise extent arising out of or are to the extent 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 not misleading, in each case misleading to the extent, but only to the extentextent that, that (1) such untrue statement statements or alleged untrue statement or omission or alleged omission was made omissions are based solely upon information regarding the Purchaser furnished in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished writing to the Company by or on behalf of such the Purchaser expressly for use therein; provided, howeveror to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by the Purchaser of an outdated or defective Prospectus after the Company has notified the Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by the Purchaser shall not be liable for any such untrue of an Advice or alleged untrue statement an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission or alleged omission giving rise to such Loss would have been corrected. In no event shall the liability of which any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by the Purchaser has delivered to upon the Company in writing a correction before the occurrence sale of the transaction from which Registrable Securities giving rise to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionindemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any actual and direct losses, claims, direct damages, liabilities or reasonable expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such actual and direct losses, claims, direct damages, liabilities or reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any the failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 4.2 or 7.2 6.2 of this Agreement respecting the sale of the Shares Securities or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or the Questionnaires or (iii) any untrue statement 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereintherein (the events in clauses (i), (ii), or (iii), collectively are referred to herein as the “Purchaser Indemnification Events”), and shall reimburse the Company or such officer, director or controlling person, as the case may be, for the indemnifiable amounts provided for herein on demand as such expenses are incurred; provided, however, that the Purchaser shall not be liable for in any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered case to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 extent that any such loss, claim, damage, liabilityliability or expense arises out of or is based upon any Company Indemnification Event. Notwithstanding the foregoing, expense or actionthe Purchaser’s aggregate obligation to indemnify the Company and such officers, directors and controlling persons shall be limited to the net amount received by the Purchaser from the sale of the Securities.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the CompanyPurchaser and each person, each of its directorsif any, each of its officers who signed controls the Registration Statement or controlling person Purchaser may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Registration Statement, Purchaser to the Prospectus, Company for inclusion in the Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredit, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each Purchaser will agrees (severally and not jointly jointly) to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its directors and officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of the Securities Act, against any losses, claims, damages, liabilities Act or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or ) from and against 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon Losses resulting from (i) any failure on untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the part of such Purchaser to comply with the covenants and agreements Securities Act (including any final, preliminary or summary Prospectus contained in Sections 5.2 therein or 7.2 of this Agreement respecting the sale of the Shares any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) the inaccuracy of any representation made by such Purchaser 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in 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 is contained in Purchaser’s Selling Stockholder Information. In no event shall the liability of Purchaser hereunder be greater in amount than the dollar amount of the proceeds from the sale of its Registrable Securities in the Registration Statementoffering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by Purchaser pursuant to Section 3.9.4 and any amounts paid by Purchaser as a result of liabilities incurred under the Prospectusunderwriting agreement, or any amendment or supplement theretoif any, in reliance upon and in conformity with written information furnished related to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionsale.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), or any other federal or state statutory law or regulationand the directors, or at common law or otherwise (including in settlement of any litigationofficers, if such settlement is effected with the written consent agents and employees of such Purchasercontrolling Persons, which consent shall to the full extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not be unreasonably withheld) insofar subject to appeal or review), as such lossesincurred, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising solely out of or are based solely upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the any Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, or arise arising solely out of or are based solely 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 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, in 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 is contained in any information so furnished in writing by the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished Purchaser to the Company by or on behalf of such Purchaser expressly specifically for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company inclusion in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person such Prospectus. Notwithstanding anything to the contrary contained herein, the Purchaser shall be liable under this Section 5(b) for any legal and other expense reasonably incurred by only that amount as does not exceed the Company, each net proceeds to the Purchaser as a result of its directors, each the sale of its officers who signed the Registrable Securities pursuant to such Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionStatement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the CompanyCompany and the officers, each of its directors, each partners, members, agents and employees of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directorsto the fullest extent permitted by applicable law, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement from and against all Losses arising solely out of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, 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, in each case to the extent, but only to the extent, extent that such untrue statement or alleged omission is contained in any information so furnished by the Purchaser in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statement statements or omission omissions are based solely upon information regarding the Purchaser furnished to the Company by the Purchaser in writing expressly for use therein, or alleged omission (ii) to the extent that such information relates to Purchaser or Purchaser’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved by the Purchaser expressly for use in the Registration Statement, the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to . In no event shall the Company by or on behalf liability of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not hereunder be liable for any such untrue or alleged untrue statement or omission or alleged omission greater in amount than the dollar amount of which the net proceeds (after discounts and commissions but before expenses) received by the Purchaser has delivered to upon the Company in writing a correction before the occurrence sale of the transaction from which Registrable Securities giving rise to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionindemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will and the Purchaser Parent jointly and severally agree to indemnify each Seller and not jointly indemnify and hold harmless the Company, each of its directorstheir respective Affiliates against, and agree to hold each of its officers who signed the Registration Statement them harmless from, any and each person, if any, who controls the Company within the meaning all Losses incurred or suffered by a Seller or any such Affiliate because of (1) any material breach of a representation or warranty of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or Section 4.2 (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.2(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Purchaser in this Agreement, (3) any Assumed Liability, (4) the operation of the Business from and after the Closing, (5) the failure by the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time from and after the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business from and after the Closing, (7) the failure by the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time from and after the Closing, or (8) any false or misleading advertising or other misrepresentation by the Purchaser or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders from and after the Closing. Notwithstanding the foregoing, the Sellers and their Affiliates shall not be liable entitled to indemnity pursuant to clause (1) of this Section 9.3: (a) in respect of any De Minimis Claim; (b) for any such untrue Losses until the aggregate amount of all Losses incurred or alleged untrue statement suffered by the Sellers or omission or alleged omission any of their Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser has delivered Sellers and their Affiliates shall be entitled to indemnification for the Company full amount of Losses in writing a correction before the occurrence excess of the transaction from which such loss was incurredDeductible Amount; and (c) for Losses, and in the Purchaser will reimburse the Companyaggregate, each of its directors, each of its officers who signed the Registration Statement incurred or controlling person for any legal and other expense reasonably incurred suffered by the Company, each Sellers or their Affiliates in excess 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 actionIndemnity Cap.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly will, if any of the Purchaser’s Shares are included in a registration pursuant hereto, indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each personunderwriter, if any, of the Shares covered by such registration statement, and each person who controls the Company and any underwriter within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which and each other holder of securities registered under the Companyregistration statement, each of its directorsofficers, directors and partners and each of its officers who signed the Registration Statement or person controlling person may become subjectsuch holder, 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 such Purchaser, which consent shall not be unreasonably withheld) against all Damages insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) Damages arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectusany such registration statement or prospectus, or based on any amendment or supplement to the Registration Statement or 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 not misleading, and will reimburse each such person for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission or alleged omission was is made in such registration statement or prospectus in Portions of this Exhibit were omitted and have been filed separately with the Registration Statement, Secretary of the Prospectus, or any amendment or supplement thereto, in Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly specifically for use therein; provided, however, that therein which is not corrected in the Purchaser shall not be liable for any such untrue or alleged untrue final registration statement or omission prospectus or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement an amendment 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 actionsupplement thereto.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Seller and its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each of its officers who signed Seller Indemnified Party the Registration Statement amount of, any and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise all Losses (including in settlement of any litigationattorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, if such settlement is effected with whether or not involving a third party claim, demand, action or proceeding, to the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise extent directly arising out of or are based upon (i) any failure on breach of any representation, warranty or certification made by the part Purchaser in any of such the Transaction Documents to which the Purchaser is party or certificates given by the Purchaser in writing pursuant to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 arise out breach of or are based upon default under any covenant or agreement by the omission or alleged omission Purchaser pursuant to state therein a material fact required any Transaction Document to be stated therein or necessary to make which the statements therein not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinis party; provided, however, that the Purchaser foregoing shall not be liable for exclude any indemnification to any Seller Indemnified Party to the extent resulting from (A) the bad faith, gross negligence or willful misconduct of such untrue Seller Indemnified Party or alleged untrue statement (B) acts or omission or alleged omission omissions of which the Purchaser has delivered based upon the written instructions from any Seller Indemnified Party. Notwithstanding the foregoing, absent the Purchaser’s actual fraud, in no event shall the Purchaser’s indemnification obligations under clause (i) of this Section 7.2 exceed, individually or in the aggregate, an amount equal to the Company in writing a correction before Purchase Price, less all payments of Royalties received by the occurrence Seller prior to and through resolution of the transaction from which such loss was incurred, applicable claim. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionExchange Commission.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or and any controlling person 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i1) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Purchased Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii2) 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement, and any controlling persons for any legal and other expense reasonably incurred by the Company, its directors, its officers who signed the Registration Statement, and any controlling persons, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of with respect to which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction event from which such loss was incurred. Notwithstanding the provisions of this Section 5(d), and the Purchaser will reimburse shall not be liable for any indemnification obligation under this Agreement in excess of the Company, each aggregate amount of its directors, each net proceeds received by the Purchaser from the sale of its officers who signed the Registrable Shares pursuant to the Registration 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 actionStatement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to -------------------------------- indemnify and hold harmless the CompanyCompany and its directors and officers, including each director of its directors, the Company and each officer of its officers the Company who signed the any Shelf Registration Statement or any registration statement with respect to an underwritten offering in which the Purchaser participates, as contemplated by Section 5(b) of this Agreement, and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any lossesto the same extent as the indemnity contained in Section 6(a) hereof, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) but only insofar as such lossesloss, claimsliability, damagesclaim, liabilities damage or expenses (or actions in respect thereof as contemplated below) arise expense arises out of or are is based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Shelf Registration StatementStatements or any registration statement with respect to an underwritten offering in which the Purchaser participates, the Prospectus, as contemplated by Section 5(b) of this Agreement or any amendment thereto or a Prospectus or any amendment or supplement thereto, thereto in reliance upon and in conformity with written information prepared and furnished to the Company by or on behalf of such the Purchaser expressly for use thereintherein or (ii) trades made by the Purchaser in violation of Section 7(a) below; provided. that, howeverin the case of the Purchaser's obligation set forth in this Section 6(b) relating to Section 6(a)(ii) above, that such settlement must be effected with the Purchaser written consent of the Purchaser, which consent shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionunreasonably withheld.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person persona 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 such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 Section 1.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such the Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon upon, and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Companyeach Holder and each other holder of Registrable Securities, and each of its their respective officers, employees, affiliates, directors, each of its officers who signed the Registration Statement partners, members, and agents, and each person, if any, who controls the Company an Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party” ), from and against any expenses, losses, judgments, claims, damages, liabilities or expenses to liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the Company, each sale of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, such Registrable Securities was registered under the Securities Act, the Exchange Actany preliminary Prospectus, final Prospectus 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact summary Prospectus contained in the Registration Statement, the Prospectus, or any amendment or supplement to the such Registration Statement or ProspectusStatement, or arise arising out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to the Purchaser and relating to action or inaction required of the Purchaser in each connection with any such registration; and the Purchaser shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability, or action; provided, however, that the Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage, or liability arises out of or is based upon any untrue statement or alleged allegedly untrue statement or omission or alleged omission was made in the such Registration Statement, the preliminary Prospectus, final Prospectus, or summary Prospectus, or any such amendment or supplement theretosupplement, in reliance upon and in conformity with written information furnished to the Company Purchaser, in writing, by or on behalf of such Purchaser selling Holder expressly for use therein; provided, however, that the . The Purchaser also shall not be liable for indemnify any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence Underwriter of the transaction from which such loss was incurredRegistrable Securities, their officers, affiliates, directors, partners, members, and agents and each person who controls such Underwriter on substantially the Purchaser will reimburse same basis as that of the Company, each of its directors, each of its officers who signed the Registration 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 indemnification provided above in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthis Section 4.1.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or and any controlling person 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or Statement, and any controlling person persons for any reasonable legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or Statement, and any controlling person persons, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue statement or omission with respect to which the Purchaser has delivered to the Company in writing a correction before the occurrence of the event from which such loss was incurred. Notwithstanding the provisions of this Section 5(e), the Purchaser shall not be liable for any indemnification obligation under this Agreement in excess of the aggregate amount of net proceeds received by the Purchaser from the sale of the Registrable Shares pursuant to the Registration Statement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Companyeach Investor and each other holder of Registrable Securities, and each of its their respective officers, employees, affiliates, directors, each of its officers who signed the Registration Statement partners, members, attorneys and agents, and each person, if any, who controls the Company an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities whether joint or expenses to several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the Company, each sale of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, such Registrable Securities was registered under the Securities Act, the Exchange Actany preliminary prospectus, final prospectus 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact summary prospectus contained in the Registration Statement, the Prospectus, or any amendment or supplement to the such Registration Statement or ProspectusStatement, or arise arising out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to the Purchaser and relating to action or inaction required of the Purchaser in each connection with any such registration; and the Purchaser shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or alleged allegedly untrue statement or omission or alleged omission was made in the such Registration Statement, the Prospectuspreliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement theretosupplement, in reliance upon and in conformity with written information furnished to the Company Purchaser, in writing, by or on behalf of such Purchaser selling holder expressly for use therein; provided, however, that the . The Purchaser also shall not be liable for indemnify any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence Underwriter of the transaction from which such loss was incurredRegistrable Securities, and the Purchaser will reimburse the Companytheir officers, each of its affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of its officers who signed the Registration 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 indemnification provided above in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthis Section 4.1.

Indemnification by the Purchaser. Each If the Closing occurs and subject to the limitations set forth herein, the Purchaser will severally and not jointly shall indemnify and hold harmless defend the CompanySeller and its Affiliates, each of its and their respective stockholders, members, managers, officers, directors, each of its officers who signed employees, agents, successors and assigns (the Registration Statement “Seller Indemnitees”) against, and each personshall hold them harmless from, if anyany and all Losses resulting from, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Actarising out of, or incurred by any other federal or state statutory law or regulationSeller Indemnitee in connection with, or at common law or otherwise with respect to: (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (ia) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 inaccuracy or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy breach of any representation or warranty made by such the Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, Ancillary Agreements or any amendment certificate or supplement to the Registration Statement other document furnished or 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 not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 Seller in connection with investigating, defending, settling, compromising the transactions contemplated by this Agreement; (b) any breach by the Purchaser of any covenant or paying agreement contained in this Agreement or any of the Ancillary Agreements; (c) the ownership or operation of the Company and its Subsidiaries by the Purchaser or its Affiliates (or any subsequent transferee of any such lossparty, claimif such transfer is made within three years of the Closing Date) on and after the Closing Date (except for (i) any claims with respect to which the Seller is obligated to indemnify the Purchaser Indemnitees pursuant to Section 9.2, damageand (ii) any claims the Purchaser or the Company and its Subsidiaries may have against the Seller or its Affiliates) (d) any Taxes of the Company or its Subsidiaries attributable to a Post‑Closing Period and indemnification for which is not provided to the Purchaser in Section 9.2; (e) any additional Taxes or out-of-pocket costs relating to the Section 1031 like-kind exchange as set forth in Section 6.20; (f) any Support Obligation, liabilityto the extent the Losses relating to such Support Obligations arise or are incurred after Closing; and (g) subject to Section 9.2(k), expense or actionthe Lafayette Agreements.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), and the directors, officers, agents 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 employees of such Purchasercontrolling Persons, which consent shall not be unreasonably withheld) insofar and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as such lossesincurred, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on the part of such Purchaser relating to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, as supplemented or any amendment or supplement to the Registration Statement or Prospectusamended, if applicable, 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, in each case to the extent, but only to the extent, that (i) such untrue statement or alleged untrue statement omission is contained in or omission omitted from any information so furnished in writing by the Holder or alleged omission the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus, and (ii) such information was made reasonably relied upon by the Company for use in the Registration Statement, the Prospectussuch Prospectus or such form of prospectus or, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company extent that such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities, was reviewed and expressly approved in writing by or on behalf of such Purchaser the Holder expressly for use therein; providedin the Registration Statement, howeversuch Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, that the Purchaser Holder shall not be liable under this Section 6(b) for any such untrue or alleged untrue statement or omission or alleged omission of which only that amount as does not exceed the Purchaser has delivered net proceeds to the Company in writing Holder as a correction before the occurrence result of the transaction from which sale of Registrable Securities pursuant to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionStatement.

Indemnification by the Purchaser. Each The Purchaser will severally agrees to indemnify each Seller and not jointly indemnify and hold harmless the Company, each of its directorstheir respective Affiliates against, and agree to hold each of its officers who signed the Registration Statement them harmless from, any and each person, if any, who controls the Company within the meaning of the Securities Act, against all Losses incurred or suffered by a Seller or any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise Affiliates arising out of or are based upon resulting from, (i) any failure on the part breach of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 a representation or 7.2 of this Agreement respecting the sale warranty of the Shares or (ii) the inaccuracy of any representation made by such Purchaser contained in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement (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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that for purposes of this provision, with respect to any representation or warranty that by its terms contains a qualification or limitation as to materiality, Material Adverse Effect or Purchaser’s Knowledge, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation and Losses shall be calculated by disregarding such qualification or limitation), (ii) any breach of an agreement or covenant made by the Purchaser shall not be liable for in this Agreement, (iii) any such untrue Assumed Liability or alleged untrue statement or omission or alleged omission (iv) any failure of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each or any of its directors, each Affiliates to comply with any Requirement of its officers who signed the Registration 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 Law in connection with investigatingthe consummation of the transactions contemplated hereby. Notwithstanding the foregoing, defendingthe Sellers and their Affiliates will not be entitled to indemnity pursuant to subsection 9.3(i): (A) in respect of any individual Action or individual claim or occurrence or any series of related Actions, settlingclaims or occurrences (including any class action) or any series of Actions or claims arising from similar facts, compromising until Losses in respect of such individual or paying related series of Actions, claims, facts or occurrences are greater than the De Minimis Claim Amount; or (B) for any Losses, until the aggregate amount of all such lossLosses incurred or suffered by the Sellers or any of their Affiliates exceeds the Deductible Amount, claimin which case the Sellers and their Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; provided, damagethat in no event will the Sellers or their Affiliates be entitled to indemnity for Losses pursuant to subsection 9.3(i) to the extent that the amount of such Losses, liabilityin the aggregate, expense incurred or actionsuffered by the Sellers or their Affiliates pursuant to subsection 9.3(i) (other than in respect of a breach of a Purchaser Fundamental Representation) exceeds the Indemnity Cap Amount; and provided, further, that the limitations set forth in (A) and (B) above (including the limitation set forth in the foregoing proviso with respect to the Indemnity Cap Amount) shall not apply in respect of any indemnity for a breach of a Purchaser Fundamental Representation.

Indemnification by the Purchaser. Each The Standby Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Shelf Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Shelf Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, but only if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any breach of a representation or warranty or breach of or failure to perform any covenant or agreement on the part of such the Standby Purchaser contained in this Agreement, or any other agreement or instrument furnished by the Company to the Standby Purchaser pursuant to this Agreement, (ii) any failure to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting with respect to the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Shelf Registration Statement, the Shelf Prospectus, or any amendment or supplement to the Registration Statement thereto or Prospectus, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the Shelf Registration Statement or any amendment or supplement thereto not misleadingmisleading or in the Shelf Prospectus or any amendment or supplement thereto not misleading in the light of the circumstances under which they were made, in 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 Shelf Registration Statement, the Shelf Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Standby Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Standby Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Shelf Registration 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 Shelf Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that (i) the Standby Purchaser’s aggregate liability under this Section 10(b) shall not exceed the amount of proceeds received by the Standby Purchaser on the sale of the Shares pursuant to the Shelf Registration Statement and (ii) the Standby Purchaser will not be required to indemnify the Company to the extent that the liabilities arise from the gross negligence or willful misconduct of the Company or any of its affiliates.

Indemnification by the Purchaser. Each Standby Purchaser will severally agrees severally, and not jointly jointly, to indemnify and hold harmless the Company, its Affiliates, and each of its their respective officers, directors, each of its officers who signed the Registration Statement managers, partners, members, agents, representatives, successors, assigns and employees and each personother Person, if any, who controls the Company (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, collectively, as the “Company Indemnified Persons”), against any losses, claims, damages, liabilities or expenses Losses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person any Company Indemnified Person may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (iX) any breach of a representation or warranty or breach of or failure to perform any covenant or agreement on the part of such Standby Purchaser contained in this Agreement, (Y) any failure to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting with respect to the sale of the New Shares purchased pursuant to the Standby Purchase Commitment or (iiZ) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any an untrue statement or alleged untrue statement of any material fact contained in the Registration StatementProspectus Supplement, the Resale Prospectus, or any amendment or supplement to the Registration Statement or Prospectusthereto, 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 therein, in light of the circumstances under which they were made, not misleading, in the forms first filed with the Commission pursuant to Rule 424(b) of the Securities Act, or any amendment or supplement thereto, in each case to the extent, but only to the extent, that such untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in the Registration StatementProspectus Supplement, the Resale Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Standby Purchaser or on behalf of such Purchaser its Affiliates expressly for use thereintherein pursuant to Section 7(a)(i) hereof; provided, however, that the Purchaser shall not be liable for any and such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Standby Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company Indemnified 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 Company Indemnified Person in connection with investigating, defending, settling, compromising or paying any such lossLosses; provided, claimhowever, damagethat such Standby Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company to perform any covenant and agreement contained in this Agreement, liability, expense (ii) the inaccuracy of any representation or actionwarranty made by the Company in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees, stockholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, ) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or expenses any omission of a material fact required to which the Company, each of its directors, each of its officers who signed be stated in the Registration Statement or controlling person may become subjectProspectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, to the Securities Actextent, but only to the Exchange Actextent that such untrue statement or omission is contained in any information furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto; provided, or any other federal or state statutory law or regulationhowever, or at common law or otherwise (including that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any litigation, claim or proceeding if such settlement is effected with without the written consent of such Purchaserthe Holder, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses . In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the proceeds (or actions net of all expense paid by the Purchaser in respect thereof as contemplated below) arise out connection with any claim relating to this Section 2.6 and the amount of or are based upon (i) any failure on damages the part Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by the Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting upon the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained Registrable Securities included in the Registration Statement, the Prospectus, or any amendment or supplement Statement giving rise to the Registration Statement or 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 not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionindemnification obligation.

Indemnification by the Purchaser. Each In order to induce the Company to enter into this Agreement, the Purchaser will severally and not jointly indemnify and agree to hold harmless and defend, to the same extent and in the same manner as is set forth in Subparagraph “(i)” of this Paragraph “A” of this Article “7” of this Agreement, the Company, each of its Person, if any, who controls the Company, the members, the directors, each officers, partners, attorneys, employees, agents, affiliates and trustees, representatives of its officers who signed the Registration Statement Company and each personPerson, if any, who controls the Company within the meaning of the Securities Act1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any losses, claims, damages, liabilities Claim or expenses Indemnified Damages to which the Company, each any of its directors, each of its officers who signed the Registration Statement or controlling person them may become subject, under the Securities 1933 Act, the Exchange Act1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the Purchaser which shall be set forth in writing to the Company by the Purchaser expressly for use in connection with the Registration Statement; and, subject to Subparagraph “(iv)” of this Paragraph “A” of this Article “7” of this Agreement, the Purchaser will reimburse any legal or other federal expenses reasonably incurred by them in connection with investigating or state statutory law or regulationdefending any such Claim; provided, or at common law or otherwise however, that the indemnity agreement contained in this Subparagraph “(including ii)” of this Paragraph “A” of this Article “7” of this Agreement and the agreement with respect to contribution contained in Paragraph “B” of this Article “7” of this Agreement shall not apply to amounts paid in settlement of any litigation, Claim if such settlement is effected with without the prior written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, further, however, that the Purchaser shall not be liable under this Subparagraph “(i)” of this Paragraph “A” of this Article “7” of this Agreement for any such untrue only that amount of a Claim or alleged untrue statement or omission or alleged omission of which Indemnified Damages as does not exceed the net proceeds to the Purchaser has delivered to the Company in writing as a correction before the occurrence result of the transaction from which sale of Registrable Securities pursuant to such loss was incurred, 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 transfer of the Registrable Securities by the Purchaser will reimburse the Company, each pursuant to Article “7” of its directors, each of its officers who signed the Registration 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 actionthis Agreement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Seller and its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each of its officers who signed Seller Indemnified Party the Registration Statement amount of, any and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise all Losses (including in settlement of any litigationattorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, if such settlement is effected with the written consent of such Purchaserwhether or not involving a third party claim, which consent shall not be unreasonably withheld) insofar as such lossesdemand, claimsaction or proceeding, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on breach of any representation, warranty or certification made by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale any of the Shares Transaction Documents or certificates given by the Purchaser in writing pursuant hereto or thereto, (ii) any breach of or default under any covenant or agreement by the inaccuracy of Purchaser pursuant to any representation made by such Transaction Document to which the Purchaser in this Agreement or is party, (iii) any untrue breach by Purchaser or alleged untrue statement any Permitted Recipients of any material fact contained confidentiality provisions set forth in the Registration Statement, Counterparty License Agreement or the Prospectus, Counterparty Consent or any amendment or supplement to interference by the Registration Statement or 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 not misleading, in 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 Registration Statement, the Prospectus, Purchaser with Counterparty or any amendment of its Affiliates or supplement theretoSublicensees in a manner not permitted by the Counterparty Consent and (iv) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Purchaser to any brokers, financial advisors or comparable other Persons retained or employed by it in reliance upon connection with the transactions contemplated by this Purchase and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinSale Agreement; provided, however, that the Purchaser amount of any recoverable Losses for which any Seller Indemnified Party makes a claim for indemnification hereunder shall not be liable for any reduced to the extent the underlying indemnification claim (A) results from the bad faith, gross negligence or willful misconduct of such untrue Seller Indemnified Party or alleged untrue statement the breach by such Seller Indemnified Party of this Agreement, or omission (B) results from acts or alleged omission omissions of which the Purchaser has delivered based upon the written instructions from any Seller Indemnified Party. Any amounts due to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and any Seller Indemnified Party hereunder shall be payable by the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 to such loss, claim, damage, liability, expense or actionSeller Indemnified Party upon demand.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees, stockholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, ) against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise and expense (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheldreasonable attorney fees) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon resulting from (i) any Purchaser’s failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale prospectus delivery requirements of the Shares or Securities Act; (ii) the inaccuracy use by Purchaser of any representation made by an outdated or defective Prospectus after the Company has notified such Purchaser Purchase in this Agreement writing that the Prospectus is outdated or defective; or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out omission 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, in each case (A) to the extent, but only to the extent, extent that (1) such untrue statement or alleged untrue statement omission is contained in any information furnished in writing by Purchaser to the Company specifically for inclusion in such Registration Statement or omission Prospectus or alleged omission amendment or supplement thereto or Blue Sky Application or (2) such information relates to Purchaser or Purchaser’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in writing by Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved Annex A hereto for this purpose), the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, . In no event shall the liability of Purchaser be greater in reliance upon amount than the dollar amount of the proceeds (net of all expense paid by Purchaser in connection with any claim relating to this Section 5 and in conformity with written information furnished the amount of any damages Purchaser has otherwise been required to the Company pay by or on behalf reason of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which omission) received by Purchaser upon the Purchaser has delivered to the Company in writing a correction before the occurrence sale of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed Registrable Securities included in the Registration Statement giving rise to such indemnification obligation, except in the case of fraud or controlling person for any legal and other expense reasonably incurred willful misconduct 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 actionPurchaser.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, each officers, agents and employees, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities competent jurisdiction in a final judgment not subject to appeal or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement review) arising solely out of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, 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, in each case to the extent, but only to the extent, extent that such untrue statement or alleged omission is contained in any information so furnished by such Purchaser in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statement statements or omission omissions are based solely upon information regarding such Purchaser furnished to the Company by such Purchaser in writing expressly for use in the Registration Statement or alleged omission Prospectus, or to the extent that such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved by such Purchaser expressly for use in the Registration Statement (it being understood that the information provided by the Purchaser to the Company in the Questionnaire and the Plan of Distribution set forth on Exhibit E, as the same may be modified by such Purchaser constitutes information reviewed and expressly approved by such Purchaser in writing expressly for use in the Registration Statement), the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, . In no event shall the liability of any selling Purchaser hereunder be greater in reliance upon amount than the dollar amount of the net proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 5 and in conformity with written information furnished the amount of any damages such Investor has otherwise been required to the Company pay by or on behalf reason of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which omission) received by such Purchaser upon the Purchaser has delivered to the Company in writing a correction before the occurrence sale of the transaction from which Registrable Securities giving rise to such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionindemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Seller and its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each of its officers who signed Seller Indemnified Party the Registration Statement amount of, any and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise all Losses (including in settlement of any litigationattorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, if such settlement is effected with the written consent of such Purchaserwhether or not involving a third party claim, which consent shall not be unreasonably withheld) insofar as such lossesdemand, claimsaction or proceeding, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on breach of any representation, warranty or certification made by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale any of the Shares Transaction Documents to which the Purchaser is party or certificates given by the Purchaser in writing pursuant hereto or thereto, (ii) any breach of or default under any covenant or agreement by the inaccuracy of Purchaser pursuant to any representation made by such Transaction Document to which the Purchaser in this Agreement or is party and (iii) any untrue fees, expenses, costs, liabilities or alleged untrue statement of other amounts incurred or owed by the Purchaser to any material fact contained brokers, financial advisors or comparable other Persons retained or employed by it in connection with the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or 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 not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon transactions contemplated by this Purchase and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinSale Agreement; provided, however, that the Purchaser foregoing shall not be liable for exclude any indemnification to any Seller Indemnified Party (A) that results from the bad faith, gross negligence or willful misconduct of such untrue Seller Indemnified Party or alleged untrue statement (B) to the extent resulting from acts or omission or alleged omission omissions of which the Purchaser has delivered based upon the written instructions from any Seller Indemnified Party. Any amounts due to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and any Seller Indemnified Party hereunder shall be payable by the Purchaser will reimburse to such Seller Indemnified Party upon demand. Notwithstanding the Companyforegoing, each absent the Purchaser’s actual fraud, in no event shall the Purchaser’s indemnification obligations under clause (i) of its directorsthis Section 7.2 exceed, each of its officers who signed individually or in the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Companyaggregate, 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 actionan amount equal to [***].

Indemnification by the Purchaser. Each Purchaser will severally and not jointly The Purchaser, for any Registration Statement in which it is named as a selling stockholder, agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees, stockholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, ) against any losses, claims, damages, damages or liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or resulting from 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out omission 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, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement omission is contained in any information furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement or omission Prospectus or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, thereto and has not been corrected in reliance upon and in conformity with written information furnished a subsequent writing prior to the Company sale of the Registrable Securities thereunder, or to the extent that such information relates to the Purchaser’s or the Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by or on behalf of such the Purchaser expressly for use thereinin the Registration Statement or Prospectus or amendment or supplement thereto (it being understood that the Purchaser has approved Exhibit A hereto for this purpose); provided, however, that the Purchaser foregoing indemnity shall not be liable for apply to amounts paid in settlement of any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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, liability or expense if such settlement is effected without the consent of the Purchaser. In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the proceeds (net of all expense paid by the Purchaser in connection with any claim relating to this Section 5 and the amount of any damages the Purchaser has otherwise been required to pay by reason of such untrue statement or actionomission) received by the Purchaser upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation or warranty made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.or

Indemnification by the Purchaser. Each Subject to Section 4.5.5, each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser), which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the its covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or Agreement, (ii) the inaccuracy of any representation representations and warranties made by such Purchaser 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 thereto or Prospectusfree-writing prospectus related 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 each case to the extent, but and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereintherein and such Purchaser will, subject to this Section 4.5, reimburse the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person for reasonable legal and other expenses as such expenses are incurred by the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction of such untrue statement or omission of a material fact a reasonable amount of time before the occurrence of the transaction from or upon which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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, liability or expense arose or actionwas based.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), and the directors, officers, agents or any other federal 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 state statutory law or regulation, or at common law or otherwise (including in settlement review) arising solely out of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, or arise arising solely 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 not misleading(in the case of any Prospectus or form of prospectus or supplement thereto, in each case the light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or alleged omission is contained in any information so furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statement statements or omission omissions are based solely upon information regarding the Purchaser furnished to the Company by the Purchaser expressly for use therein, or alleged omission to the extent that such information relates to the Purchaser or the Purchaser's proposed method of distribution of Registrable Securities and was made reviewed and expressly approved by the Purchaser expressly for use in the Registration Statement, the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by the Purchaser of an outdated or defective Prospectus after the Company has notified the Purchaser in reliance upon writing that the Prospectus is outdated or defective and in conformity with written information furnished prior to the Company receipt by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Advice contemplated in Section 6.5. In no event will the liability of the Purchaser has delivered to hereunder be greater in amount than the Company in writing a correction before the occurrence dollar amount of the transaction from which such loss was incurred, and net proceeds received by the Purchaser will reimburse upon the Company, each sale of its directors, each of its officers who signed the Registration 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 Registrable Securities giving rise to such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained contained, or incorporated by reference, in the Registration Statement, the Prospectus, Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement or Prospectusit, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to it, or any document incorporated by reference in the Registration Statement, a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, Prospectus or any Prospectus Supplement or an amendment or supplement thereto, or any document incorporated by reference in reliance upon and in conformity with written information furnished the Registration Statement, (iii) any acts or failures to act, undertaken or omitted to be taken by the Purchaser or such person through its bad faith or willful misconduct, to the extent that a court of competent jurisdiction shall have so determined by a final judgment (with no appeals available), and (iv) with respect to the Prospectus, if copies of the Prospectus were timely delivered to the Purchaser pursuant hereto and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for or any such untrue person to such person, if required by law so to have been delivered, at or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered prior to the Company in writing a correction before the occurrence written confirmation of the transaction from which sale of the Common Stock to such loss was incurredperson, and if the Purchaser will reimburse Prospectus (as so amended or supplemented) would have cured the Company, each of its directors, each of its officers who signed the Registration 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 defect giving rise to such loss, claim, damage, liability, expense liability or action.expense

Indemnification by the Purchaser. Each Subject to Section 7.3.5, the Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser), which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections Section 5.2 or 7.2 of this Agreement respecting regarding the sale resale of the Shares or (ii) the inaccuracy of any representation representations and warranties made by such Purchaser 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 Prospectusthereto, 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written writ-ten information furnished to the Company by or on behalf of such Purchaser expressly for use thereintherein and such Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person for reasonable legal and other expenses as such expenses are incurred by the Company, each of its directors, each of its officers who signed the Registration Statement and each controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction of such untrue statement or omission of a material fact a reasonable amount of time before the occurrence of the transaction from or upon which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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, liability or expense arose or actionwas based.

Indemnification by the Purchaser. Each (a) The Purchaser will severally -------------------------------- agrees, subject to the other terms and not jointly conditions of this Agreement, to indemnify the BOC Group and its Affiliates, officers, directors, employees, agents, successors and assigns (each a "BOC GROUP INDEMNIFIED PARTY") against and hold them harmless the Companyfrom all liabilities, each of its directorslosses, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any lossesdamages, claims, damages, liabilities or costs and expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigationreasonable attorney's fees) (collectively, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld"LOSSES") insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise actually incurred by them arising out of or are based upon (i) the failure of any failure representation or warranty of the Purchaser herein to be true and correct in all respects on the part date hereof or the Cut-Off Date (except for representations and warranties that speak as of a specific date, which must be true and correct as of such Purchaser to comply with date, and the covenants representations and agreements contained warranties set forth in Sections 5.2 4.01 through 4.03, 4.05 and 4.06, which must be true and correct on the date hereof and on the Closing Date), without giving effect to any standard, qualification or 7.2 of this Agreement respecting the sale of the Shares or exception with respect to "materiality" contained therein, (ii) the inaccuracy breach of any representation made by such covenant or agreement of the Purchaser herein (other than Article VII, it being understood and agreed that the sole remedy for breach thereof shall be pursuant to Article VII) or in this Agreement or the Ancillary Agreements, (iii) the Assumed Liabilities, (iv) the conduct of the Business following the Closing, and (v) 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 arise out of or are based upon the omission or alleged omission to state therein a material fact amounts (other than Excluded Liabilities) required to be stated therein or necessary paid by the BOC Group pursuant to make Section 74 of the statements therein not misleading, Insolvency Act of 1986 as a result of the BOC Group's ownership of Ohmeda UK. Notwithstanding anything in each case Article IX to the extentcontrary, but only no claim may be asserted nor may any action be commenced against the Purchaser pursuant to Section 9.02(a)(i), unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and circumstances with respect to the extent, that subject matter of such untrue statement claim or alleged untrue statement action on or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished prior to the Company by or date on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from representation or warranty on which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement claim 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 action is based ceases to survive as set forth in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionSection 9.01.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 the Purchase Agreement or 7.2 Section 1.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the CompanyVendor and its officers, each of its directors, each of its officers who signed partners and affiliates (and their officers, directors and partners), any underwriter (as defined in the Registration Statement 1933 Act) for the Vendor and each personperson (and its officers, directors, partners and affiliates), if any, who controls the Company any Vendor or underwriter within the meaning of the Securities Act1933 Act or the 1934 Act (each a "Purchaser Indemnified Person"), against any losses, claims, damages, liabilities expenses or expenses to which the Companyliabilities, each of its directorsjoint or several, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof ("Losses") to which they may become subject under the 1933 Act, the 1934 Act, or other federal or state law, insofar as contemplated below) such Losses arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares following statements, omissions or violations (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or collectively a "Violation"): (iiia) any untrue statement or alleged untrue statement of any a material fact contained in the such Registration Statement, the Prospectus, including any preliminary Prospectus or final Prospectus contained therein or any amendment amendments or supplement to the Registration Statement or Prospectussupplements thereto, or arise out of or are based upon (b) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary in order 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, that such untrue statement or (c) any violation or alleged untrue statement or omission or alleged omission was made in violation by the Registration StatementPurchaser of the 1933 Act, the Prospectus1934 Act, any state securities law, or any amendment rule or supplement theretoregulation promulgated under the 1933 Act, in reliance upon the 1934 Act, or any state securities law, and in conformity with written information furnished the Purchaser will pay to the Company each such Purchaser Indemnified Person, as incurred, any legal or other expenses reasonably incurred by or on behalf of him in connection with investigating or defending any such Purchaser expressly for use thereinLoss; provided, however, that the Purchaser shall will not be liable in any such case for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered Loss to the Company in writing extent that it arises out of or is based upon (a) a correction before Violation which occurs solely as the occurrence result of the transaction from which such loss was incurredwritten information furnished by any Vendor, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement underwriter or controlling person seeking indemnification hereunder, as applicable, expressly for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed inclusion in the Registration Statement Statement, or (b) with respect to any underwriter and controlling person in connection with investigatingof such underwriter (and their respective officers and directors), defendinga Violation which results from the fact that there was not sent or given to a person who bought Registrable Securities, settlingat or prior to the written confirmation of the sale, compromising a copy of the final Prospectus, as then amended or paying any supplemented, if the Purchaser had previously furnished copies of such loss, claim, damage, liability, expense Prospectus hereunder and such Prospectus corrected the misstatement or action.omission forming the basis of the Violation

Indemnification by the Purchaser. Each In order to induce the Company to enter into this Agreement, the Purchaser will severally and not jointly indemnify and agrees to hold harmless and defend, to the same extent and in the same manner as is set forth in Subparagraph “(i)” of this Paragraph “A” of this Article “7” of this Agreement, the Company, each of its Person, if any, who controls the Company, the members, the directors, each officers, partners, attorneys, employees, agents, affiliates and trustees, representatives of its officers who signed the Registration Statement Company and each personPerson, if any, who controls the Company within the meaning of the Securities Act1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against any losses, claims, damages, liabilities Claim or expenses Indemnified Damages to which the Company, each any of its directors, each of its officers who signed the Registration Statement or controlling person them may become subject, under the Securities 1933 Act, the Exchange Act1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the Purchaser which shall be set forth in writing to the Company by the Purchaser expressly for use in connection with the Registration Statement; and, subject to Subparagraph “(iv)” of this Paragraph “A” of this Article “7” of this Agreement, the Purchaser shall reimburse any legal or other federal expenses reasonably incurred by them in connection with investigating or state statutory law or regulationdefending any such Claim; provided, or at common law or otherwise however, that the indemnity agreement contained in this Subparagraph “(including ii)” of this Paragraph “A” of this Article “7” of this Agreement and the agreement with respect to contribution contained in Paragraph “B” of this Article “7” of this Agreement shall not apply to amounts paid in settlement of any litigation, Claim if such settlement is effected with without the prior written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, further, however, that the Purchaser shall not be liable under this Subparagraph “(i)” of this Paragraph “A” of this Article “7” of this Agreement for any such untrue only that amount of a Claim or alleged untrue statement or omission or alleged omission of which Indemnified Damages as does not exceed the net proceeds to the Purchaser has delivered to the Company in writing as a correction before the occurrence result of the transaction from which sale of Registrable Securities pursuant to such loss was incurred, 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 transfer of the Registrable Securities by the Purchaser will reimburse the Company, each pursuant to Article “7” of its directors, each of its officers who signed the Registration 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 actionthis Agreement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its officers who signed the Registration Statement managers, officers, employees, agents and representatives and each person, if any, Person who controls the Company (within the meaning of the Securities Act0000 Xxx) and the officers, directors, managers, members, employees, agents and representatives of each such Person, from and against any losses, claims, damages, liabilities or expenses Losses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person they may become subject, subject under the Securities Act1933 Act or otherwise, the Exchange Actarising out of, relating to 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out omission 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, in the case of the Registration Statement, necessary to make the statements therein not misleadingmisleading or, in the case of any preliminary Prospectus, final Prospectus or other document, necessary to make the statements therein, in light of the circumstances in which they were made, not misleading , in each case case, to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in any information furnished in writing by the Purchaser to the Company specifically for inclusion in the Registration Statement, the Prospectus, Statement or any Prospectus or amendment or supplement thereto. In no event shall the liability of the Purchaser, when combined with all the amounts paid or payable by the Purchaser pursuant to Section 6(d), be greater in reliance upon amount than the dollar amount of the proceeds (net of all expenses paid by the Purchaser in connection with any claim relating to this Section 6 and in conformity with written information furnished the amount of any damages the Purchaser has otherwise been required to the Company pay by or on behalf reason of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which omission) actually received by the Purchaser has delivered to from the Company in writing a correction before the occurrence sale of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed Registrable Securities included in the Registration 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 giving rise to such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each Purchaser will and its permitted assignees shall, severally and not jointly jointly, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, each of its permitted assigns, directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company or permitted assignee (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), or any other federal or state statutory law or regulationand the directors, or at common law or otherwise (including in settlement officers, agents and employees of any litigationeach such controlling Person, if such settlement is effected with and the written consent respective successors, assigns, estate and personal representatives of such Purchasereach of the foregoing, which consent shall not be unreasonably withheld) insofar to the fullest extent permitted by applicable law, from and against all Losses, as such lossesincurred, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on the part of such Purchaser relating to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, as supplemented or any amendment or supplement to the Registration Statement or Prospectusamended, if applicable, 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, in each case (i) to the extent, but only to the extent, that such untrue statement or alleged untrue statement omission is contained in or omission omitted from any information so furnished in writing by the Holder or alleged omission the Special Counsel to the Company specifically for inclusion therein and that such information was made reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) to the Prospectusextent that such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished thereto or (iii) to the extent such Loss results from the failure of the Holder to deliver a Prospectus as amended or supplemented, to a purchaser in connection with an offer or sale. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 6(b) for only that amount as does not exceed the net proceeds to the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. The Purchaser shall notify the Company promptly of the institution, threat or assertion of any Proceeding of which the Purchaser is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Purchaser expressly for use therein; provided, however, that an Indemnified Party and shall survive the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence transfer of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred Registrable Securities 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 actionHolder.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and -------------------------------- hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement or Prospectus, any Prospectus or arise out of Prospectus Supplement or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement or any Prospectus or Prospectus Supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, Prospectus or any Prospectus Supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, person or entity who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), and the directors, officers, agents 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 employees of such Purchasercontrolling persons and entities, which consent shall not be unreasonably withheld) insofar to the fullest extent permitted by applicable law, from and against all Losses, as such lossesincurred, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon solely upon: (ix) any the Purchaser's failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale prospectus delivery requirements of the Shares Securities Act or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iiiy) any untrue or alleged untrue statement of any a material fact contained in the any Purchaser Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement thereto or Prospectusin 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 not misleading, in each case misleading (i) to the extent, but only to the extent, that such untrue statement or alleged omission is contained in any information so furnished in writing by the Purchaser to the Company specifically for inclusion in such Purchaser Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statement statements or omission or alleged omission was made omissions are based upon information regarding the Purchaser furnished in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished writing to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, or to the extent that such information relates to the Purchaser or the Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Purchaser expressly for use in the Purchaser Registration Statement (it being understood that the Purchaser shall not be liable has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any such untrue amendment or alleged untrue statement supplement thereto or omission or alleged omission (2) in the case of which an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by the Purchaser of an outdated or defective Prospectus after the Company has delivered notified the Purchaser in writing that the Prospectus is outdated or defective and prior to the Company in writing a correction before receipt by the occurrence Purchaser of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 Advice contemplated in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionSection 8(d).

Indemnification by the Purchaser. Each The Purchaser will severally shall indemnify the Seller and not jointly indemnify and hold harmless the Company, each of its directors, officers, employees and Affiliates against, and hold each of its officers who signed them harmless from, any Losses suffered or incurred by any such Indemnified Person (other than any relating to Taxes, for which indemnification provisions are set forth in Section 7.4(a)) to the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon extent arising from (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy breach of any representation made by such or warranty of the Purchaser contained in this Agreement or in any certificate, instrument or other document delivered pursuant hereto or thereto (all of which representations and warranties shall be deemed to have been remade on and as of the Closing Date (except to the extent an earlier date is specified in such representations and warranties)), (ii) any breach of any covenant of the Purchaser contained in this Agreement, which breach continues for ten Business Days after notice thereof has been furnished by the Seller to the Purchaser, (iii) from and after the Closing Date, any untrue guarantee or alleged untrue statement obligation to assure performance given or made by the Seller or an Affiliate of the Seller with respect to any material fact contained in the Registration Statementobligation of Gibraltar, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact that is specified on Schedule 6.3 and is required to be stated therein or necessary to make performed after the statements therein not misleadingClosing Date; PROVIDED, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, howeverHOWEVER, that the Purchaser shall not be liable have any liability under clause (i) above unless the aggregate of all Losses relating thereto for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $499,000, and then only to the Company extent of any such excess; PROVIDED FURTHER, HOWEVER, that the Purchaser shall not have any liability under clause (i) above to the extent Losses relating thereto in writing a correction before aggregate exceed $20,000,000; PROVIDED FURTHER, HOWEVER, that the occurrence limitations set forth in this Section 12.1(b) shall not apply to any Losses caused by fraud on the part of the transaction Purchaser. The Seller acknowledges and agrees that, from which such loss was incurredand after the Closing, its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement (other than claims of fraud) shall be pursuant to the indemnification provisions set forth in this Section 12.1(b) and Section 7.4(b) (solely with respect to Taxes). In furtherance of the foregoing, the Seller hereby waives, and releases and discharges the Purchaser will reimburse and its Affiliates in respect of, from and after the CompanyClosing, each to the fullest extent permitted under applicable law, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against the Purchaser, its Affiliates, directors, each officers, employees, agents or assigns relating to the subject matter of its officers who signed the Registration Statement this Agreement, and arising under or controlling person for based upon any legal and other expense reasonably incurred by the Companyfederal, each of its directorsstate, each of its officers who signed the Registration Statement local or controlling person in connection with investigatingforeign statute, defendinglaw, settlingordinance, compromising rule or paying any such loss, claim, damage, liability, expense or actionregulation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement officers, partners, employees, agents, representatives and affiliates, and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any all losses, claims, damages, liabilities or and expenses (including reasonable and documented costs of defense and investigation and all reasonable and documented attorneys’ fees) to which the Company, Company and each of its directors, each of its officers who signed the Registration Statement or controlling person such other Person may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration StatementForm 8-K, the ProspectusShelf Registration Statement or any prospectus supplement or free writing prospectus, or any amendment thereof or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, in each case case, to the extent, but and only to the extent, that such untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; providedin the Form 8-K or any prospectus supplement or free writing prospectus, howeveror any amendment thereof or supplement thereto, that including, without limitation, the information set forth on Exhibit C hereto for inclusion in the Prospectus Supplement in the sections captioned “The Transaction” and “Plan of Distribution” or updated from time to time in writing by the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered and furnished to the Company by the Purchaser expressly for inclusion in writing the Form 8-K, the Shelf Registration Statement a correction before prospectus or any new registration statement or from the occurrence failure of the transaction from which such loss was incurred, and Purchaser to deliver or to cause to be delivered the Purchaser will reimburse prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to this Agreement. The Purchaser shall reimburse the Company and each of its directorssuch director, each of its officers who signed the Registration Statement officer, partner, employee, agent, representative and affiliate or controlling person Person promptly upon demand (with accompanying presentation of documentary evidence) for any all legal and other expense costs and expenses reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement Company or controlling person such indemnified Persons in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding with respect to which it is entitled to indemnification.

Indemnification by the Purchaser. Each In the event any Registrable Securities are included in a registration statement under this Agreement, to the extent permitted by law, each Purchaser will severally whose Registrable Securities are registered pursuant to such registration statement will, and not jointly hereby does indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 6.1) each underwriter, each of its directors, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company such underwriter within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the CompanyCorporation, each director of its directorsthe Corporation, each officer of its officers the Corporation and each other Person, if any, who signed controls the Registration Statement or controlling person may become subject, under Corporation within the meaning of the Securities Act, the Exchange Act, or with respect to 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of in or omission or alleged omission from such registration statement, any material fact preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, the Prospectustherein, or any amendment or supplement to the Registration Statement thereto, if such statement or Prospectus, alleged statement or arise out of or are based upon the omission or alleged omission was made in reliance upon and in strict conformity with information furnished to state therein a material fact required the Corporation by the Purchaser expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the Purchaser shall not be liable to be stated therein any Person who participates as an underwriter in the offering or necessary to make sale of Registrable Securities or any other Person, if any, who controls such underwriter within the statements therein not misleadingmeaning of the Securities Act, in each any such case to the extentextent that any such loss, but only claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the extent, that such Person asserting an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, at or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished prior to the Company written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Purchaser expressly for use therein; providedany underwriter, however, that the Purchaser shall not be liable for Corporation or any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurreddirector, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement officer or controlling person for any legal Person and other expense reasonably incurred shall survive the transfer of such securities 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 actionseller.

Indemnification by the Purchaser. Each Purchaser will severally (a) FHC and not FRC, jointly and severally, agree, subject to the other terms and conditions of this Agreement, to indemnify the Seller and its Affiliates, and their respective officers, directors, employees, agents, heirs, successors and assigns (as used in this Section 9.02, each an "Indemnified Party") against and hold them harmless the Companyfrom, each and shall pay, all Liabilities of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise costs and damages (including in settlement any costs of any litigationinvestigation, if such settlement is effected with the written consent reasonable attorneys' fees and expenses and other costs of such Purchaser, which consent shall not be unreasonably withhelddefense) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon related to (i) the breach of any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 representation, warranty, covenant or 7.2 of this Agreement respecting the sale agreement of the Shares or Purchaser herein, and (ii) any and all debts, Liabilities, obligations and commitments assumed by FRC pursuant to the inaccuracy Transfer and Assumption Agreement but excluding any of the Excluded Liabilities. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser under this Section 9.02 for breach of any representation representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and circumstances known to the Seller with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01; and any claim made by the Seller under this Article IX within the aforesaid time periods shall be considered timely made even if such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement claim is not resolved until after the expiration of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or 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 not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinaforesaid periods; provided, however, that a claim may be asserted and an action may be commenced against the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence breach of the transaction from agreements and covenants which such loss was incurredby their terms are to be performed after the Closing Date (including, and without limitation, the Purchaser will reimburse indemnities contained herein) until the Company, each applicable period under the statute of its directors, each of its officers who signed the Registration 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 actionlimitations therefor has expired.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly will, with respect to any Registration Statement where Shares were registered under the Securities Act, indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), against any losses, claims, damagesjudgments, liabilities damages or expenses to which the Companyliabilities, each of its directorswhether joint or several, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damagesjudgments, damages or liabilities or expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part untrue statement or allegedly untrue statement of such Purchaser to comply with the covenants and agreements a material fact contained in Sections 5.2 or 7.2 of this Agreement respecting any Registration Statement under which the sale of Shares was registered under the Shares Securities Act, any preliminary Prospectus or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact final Prospectus contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or ProspectusStatement, 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, in each case to if the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information regarding the Purchaser furnished in writing to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will shall reimburse the Company, its directors and officers, and each of its directors, each of its officers who signed the Registration Statement or such controlling person for any legal and or other expense expenses reasonably incurred by the Company, each any of its directors, each of its officers who signed the Registration Statement or controlling person them in connection with investigating, defending, settling, compromising investigation or paying defending any such loss, claim, damage, liability, expense liability or action. The Purchaser’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by Purchaser from the sale of Shares which gave rise to such indemnification obligation.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement officers, agents and employees, and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement officers, agents and employees, or any controlling person 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement 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 Prospectusthereto, or arise out of or are based upon the omission or alleged omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them, in the light of the circumstances under which they were made (in the case of the Prospectus), not misleading, in 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 Registration Statement, the Prospectus, Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein, and the Purchaser will reimburse the Company, each of its directors, officers, agents and employees, and any controlling persons for any reasonable legal and other expense incurred by the Company, its directors, officers, agents and employees, and any controlling persons, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of with respect to which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction event from which such loss was incurred, and . Notwithstanding the Purchaser will reimburse the Companyprovisions of this Section 5(d), each Purchaser shall not be liable for any indemnification obligation under this Agreement in excess of its directors, each the aggregate amount of its officers who signed net proceeds received by such Purchaser from the sale of the Registrable Shares pursuant to the Registration 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 actionStatement.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys’ fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon upon, (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any prospectus (or any amendment or supplement to the Registration Statement it) or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any prospectus (or any amendment or supplement to it) a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, Statement or the Prospectus, prospectus (or any an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred), and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each Purchaser will severally (a) FHC and not FRC, jointly and severally, agree, subject to the other terms and conditions of this Agreement, to indemnify the Seller and its Affiliates, and their respective officers, directors, employees, agents, heirs, successors and assigns (as used in this Section 9.02, each an "INDEMNIFIED PARTY") against and hold them harmless the Companyfrom, each and shall pay, all Liabilities of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise costs and damages (including in settlement any costs of any litigationinvestigation, if such settlement is effected with the written consent reasonable attorneys' fees and expenses and other costs of such Purchaser, which consent shall not be unreasonably withhelddefense) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon related to (i) the breach of any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 representation, warranty, covenant or 7.2 of this Agreement respecting the sale agreement of the Shares or Purchaser herein, and (ii) any and all debts, Liabilities, obligations and commitments assumed by FRC pursuant to the inaccuracy Transfer and Assumption Agreement but excluding any of the Excluded Liabilities. Anything in Section 9.01 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser under this Section 9.02 for breach of any representation representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by the Purchaser describing in reasonable detail the facts and circumstances known to the Seller with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 9.01; and any claim made by the Seller under this Article IX within the aforesaid time periods shall be considered timely made even if such claim is not resolved until after the expiration of the aforesaid periods; PROVIDED, HOWEVER, that a claim may be asserted and an action may be commenced against the Purchaser in this Agreement or for breach of the agreements and covenants which by their terms are to be performed after the Closing Date (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statementincluding, without limitation, the Prospectus, or any amendment or supplement to indemnities contained herein) until the Registration Statement or Prospectus, or arise out applicable period under the statute 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser limitations therefor has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionexpired.

Indemnification by the Purchaser. Each The Standby Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, its Affiliates, and each of its their respective officers, directors, each of its officers who signed the Registration Statement managers, partners, members, agents, representatives, successors, assigns and employees and each personother Person, if any, who controls the Company (within the meaning of the Securities Act) the Company or its Affiliates (all such Persons being hereinafter referred to, collectively, as the “Company Indemnified Persons”), against any losses, claims, damages, liabilities or expenses Losses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person any Company Indemnified Person may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (iX) any breach of a representation or warranty or breach of or failure to perform any covenant or agreement on the part of such the Standby Purchaser contained in this Agreement, (Y) any failure to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting with respect to the sale of the New Shares purchased pursuant to the Standby Purchase Commitment or (iiZ) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any an untrue statement or alleged untrue statement of any material fact contained in the Registration StatementProspectus Supplement, the Resale Prospectus, or any amendment or supplement to the Registration Statement or Prospectusthereto, 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 therein, in light of the circumstances under which they were made, not misleading, in the forms first filed with the Commission pursuant to Rule 424(b) of the Securities Act, or any amendment or supplement thereto, in each case to the extent, but only to the extent, that such untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in the Registration StatementProspectus Supplement, the Resale Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Standby Purchaser or on behalf of such Purchaser its Affiliates expressly for use thereintherein pursuant to Section 7(a)(i) hereof; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Standby Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company Indemnified 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 Company Indemnified Person in connection with investigating, defending, settling, compromising or paying any such lossLosses; provided, claimhowever, damagethat the Standby Purchaser will not be liable in any such case to the extent that any such Losses arise out of or are based upon (i) the failure of the Company to perform any covenant and agreement contained in this Agreement, liability, expense (ii) the inaccuracy of any representation or actionwarranty made by the Company in this Agreement or (iii) the gross negligence or willful misconduct of any Company Indemnified Person.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Purchased Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; providedPROVIDED, howeverHOWEVER, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.

Indemnification by the Purchaser. Each The Purchaser will agrees, severally and but not jointly jointly, to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, each of its officers who signed the Registration Statement officers, employees, shareholders and each person, if any, person who controls the Company (within the meaning of the Securities Act, ) against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise and expense (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheldreasonable attorney fees) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon resulting from (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, or any amendment omission or supplement alleged omission of a material fact required to be stated in the Registration Statement or ProspectusProspectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, or arise out in light of or are based upon the circumstances under which they were made) not misleading; (ii) the omission or alleged omission to state therein in a Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any violation by the Purchaser or its agents of any rule or regulation promulgated under the Securities Act applicable to the Purchaser or its agents and relating to action or inaction required of such Purchaser under this Agreement, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in any information furnished in writing by the Purchaser to the Company specifically for inclusion in such Registration Statement, the Prospectus, ​ Statement or any Prospectus or amendment or supplement thereto, . In no event shall the liability of the Purchaser be greater in reliance upon amount than the dollar amount of the proceeds (net of all expense paid by the Purchaser in connection with any claim relating to this Section 2.6 and in conformity with written information furnished the amount of any damages the Purchaser has otherwise been required to the Company pay by or on behalf reason of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which omission) received by the Purchaser has delivered to upon the Company in writing a correction before the occurrence sale of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed Registrable Securities included in the Registration 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 giving rise to such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless harmless, to the Companyfull extent permitted by law, but without duplication, each Holder of Registrable Securities, its officers, directors, each of its officers who signed the Registration Statement employees, partners, principals, equity holders, managed or advised accounts, advisors and agents, and each person, if any, Person who controls the Company such Holder (within the meaning of the Securities Act), against any all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any untrue statement of a material fact in, or expenses any omission of a material fact required to which the Companybe stated in, each of its directors, each of its officers who signed the any Registration Statement or controlling person may become subjectin any preliminary or final Prospectus, or any amendment or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus in light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Purchaser by any Holder or any underwriter expressly for use therein. The Purchaser will also indemnify underwriters participating in the distribution, their officers, directors, employees, partners and agents, and each Person who controls such underwriters (within the meaning of the Securities Act), to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, if so requested, provided that such underwriters indemnify the Purchaser, its officers, directors, shareholders, employees, advisors and agents, and each Person that controls the Purchaser, to the same extent as provided in Section 8(b) hereof. Notwithstanding the foregoing, 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 such Purchaser, which consent Purchaser shall not be unreasonably withheld) insofar as indemnify any of the foregoing Persons if the Person asserting any such losses, claims, damages, liabilities or expenses (purchased Registrable Securities which are the subject thereof from any underwriter and if such Person was not sent or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale given a copy of the Shares final Prospectus at or (ii) the inaccuracy of any representation made by such Purchaser 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 prior to the Registration Statement or 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 not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.the

Indemnification by the Purchaser. Each Purchaser will In the event of any registration of any securities of the Company under the Act, the Company will, and hereby does, severally and not jointly indemnify and hold harmless in the Companycase of any registration statement filed pursuant to Article 2 or 3, each of its directors, each of its officers who signed the Registration Statement Holder and each personunderwriter, if any, of the Holder's securities, and each person who controls the Company Holder or the underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damagesdamages or liabilities, liabilities joint or expenses several, to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Holder may become subject, subject under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities were registered under the Registration StatementAct, the Prospectusany preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement to the Registration Statement or Prospectusthereto, 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 not misleading, and the Company will reimburse the Holder for any legal or any other expenses reasonably incurred by him in each connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable in any such case to the extentextent that any such loss, but only to the extentclaim, that such damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the such Registration Statement, the Prospectusany such preliminary prospectus, or any final prospectus, summary prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such Purchaser expressly the Holder, specifically stating that it is for use therein; providedin the preparation thereof and, however, provided further that the Purchaser Company shall not be liable for to any Person who participates as an underwriter, in the offering or sale of Warrant Shares or to any other Person, if any, who controls such underwriter within the meaning of the Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Act to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered at or prior to the Company in writing a correction before the occurrence written confirmation of the transaction from which sale of Warrant Shares to such loss Person if such statement or omission was incurredcorrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, and shall survive the Purchaser will reimburse the Company, each transfer of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred such securities 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 actionholder.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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. Notwithstanding the foregoing, the Purchaser shall not be liable for any indemnification obligation hereunder in excess of the net proceeds received by such Purchaser in respect of the Shares.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the CompanySeller from and against, each of its directorsall costs, each of its officers who signed the Registration Statement and each personfees, if anylosses, who controls the Company within the meaning of the Securities Actliabilities, against any lossesTaxes, charges, claims, expenses and damages, liabilities including without limitation, reasonable legal fees and expenses (both those incurred in connection with the defense or expenses to which prosecution of the Companyindemnifiable claim and those incurred in connection with the enforcement of this provision) and costs of investigation, each of its directorsactually incurred or as and when actually paid by the Seller, each of its officers who signed the Registration Statement their agents or controlling person may become subject, under the Securities Act, the Exchange ActAffiliates, or any other federal of their respective subsidiaries or state statutory law or regulationAffiliates, or at common law any of their respective officers, directors or otherwise employees (including collectively, “Seller Losses”) as a result of: any misrepresentation contained in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out breach of or are based upon (i) failure to perform any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 representation, warranty, covenant or 7.2 of this Agreement respecting the sale agreement of the Shares or (ii) the inaccuracy of any representation made by such Purchaser contained 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinother Transaction Document; provided, however, that notwithstanding the foregoing, if at Closing, Seller’s Chief Executive Officer or Chief Financial Officer has actual knowledge based upon any document given by Purchaser to such Chief Executive Officer or Chief Financial Officer prior to Closing that Purchaser has breached a representation or warranty or failed to perform a covenant or agreement, Seller’s election to complete the transaction herein contemplated shall act as a waiver of Seller’s right to claim indemnity by Purchaser for said breach or failure; the actual or threatened commencement of any proceeding, suit or action against the Seller, or any Affiliate thereof or any director, officer or employee of any of them, arising out of actions taken, or omitted to be taken after the Closing by the Purchaser or its agents in respect of the Business or the Acquired Assets, which if determined adversely (regardless of the actual determination thereof) would result in a Seller Loss which is indemnifiable under the provisions of this Section 9(b) (regardless of the actual determination thereof) (any such pending or threatened proceeding suit or action being a “Seller Covered Action” and together with a “Purchaser Covered Action”, a “Covered Action”); any and all actions, suits, proceedings, claims or demands incident to any of the foregoing or such indemnifications; or the failure of the Purchaser to pay the Assumed Payables in accordance with their terms. Loss Indemnity Procedure. Upon learning of the commencement of a Covered Action or the actual receipt by the party claiming a right of indemnification of information relating to the purported existence of facts or circumstances which could result in the commencement of a Covered Action or other incurrence of a Purchaser Loss or Seller Loss, the party claiming the right of indemnification (the “Indemnified Party”) shall promptly, but no later than fifteen (15) days after learning of such commencement or receipt, give notice thereof, with reasonable specificity of the facts as then known, to the party having the indemnification obligation (the “Indemnifying Party”); provided, however, failure to give timely notice shall not be liable for release the Indemnifying Party of its obligations hereunder except if, and only to the extent that, the Indemnifying Party suffers actual prejudice as a proximate result of such failure. The Indemnifying Party shall have the right to assume the defense of any such untrue or alleged untrue statement or omission or alleged omission of which Covered Action only by giving written notice (the Purchaser has delivered “Assumption Notice”) to the Company Indemnified Party within twenty (20) days after notice given pursuant to Section 9(c)(i) above, which Assumption Notice shall state that (A) it agrees that the claimant is entitled to indemnification hereunder; and (B) it agrees to assume the defense thereof in writing a correction before the occurrence name and on behalf of the transaction from which such loss was incurredIndemnified Party with counsel reasonably satisfactory to the Indemnified Party, in either event at the sole cost and expense of the Purchaser will reimburse the CompanyIndemnifying Party; provided, each of its directors, each of its officers who signed the Registration 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.however,

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on of the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of perform its obligations under this Agreement respecting the sale of the Shares or Agreement; (ii) the inaccuracy of any representation made by such the Purchaser in this Agreement 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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. Notwithstanding the provisions of this Section 7.3, the Purchaser shall not be liable for any indemnification obligation under this Agreement in excess of $5,625,000.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 the Stock Purchase Agreement or 7.2 Section 1.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such the Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or and any controlling person 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i1) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Purchased Shares, the Warrants and the Warrant Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii2) 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement, and any controlling persons for any legal and other expense reasonably incurred by the Company, its directors, its officers who signed the Registration Statement, and any controlling persons, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of with respect to which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction event from which such loss was incurred. Notwithstanding the provisions of this Section 5(d), and the Purchaser will reimburse shall not be liable for any indemnification obligation under this Agreement in excess of the Company, each aggregate amount of its directors, each net proceeds received by the Purchaser from the sale of its officers who signed the Registrable Shares pursuant to the Registration 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 actionStatement.

Indemnification by the Purchaser. Each The Purchaser will severally shall, and not jointly it hereby does, indemnify and hold harmless harmless, to the Companyextent permitted by law, each Holder, each affiliate of its such Holder and their respective trustees, directors, and officers or general and limited partners (including any director, officer, affiliate, employee, representative, agent, and controlling Person of any of the foregoing, in each of its officers who signed the Registration Statement and each person, if any, who controls the Company case within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), (each, an “Article IX Indemnified Party,” and collectively, the “Article IX Indemnified Parties”), against any and all Actions (whether or not an Article IX Indemnified Party is a party thereto), losses, claims, damages, liabilities or liabilities, joint or several, and expenses (including, without limitation, reasonable attorney’s fees and reasonable expenses of investigation) to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, such Article IX Indemnified Party becomes subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulationcommon law, or at common law or otherwise (including in settlement of any litigationotherwise, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such Actions, losses, claims, damages, liabilities liabilities, or expenses (or actions or proceedings in respect thereof as contemplated belowthereof, whether or not such Article IX Indemnified Party is a party thereto) arise out of of, relate to, or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iiia) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statementany registration statement relating to Registrable Securities, the Prospectusany preliminary, final, or supplemental prospectus contained therein, or any amendment or supplement thereto or any issuer free-writing prospectus relating to the Registration Statement any sale or Prospectusdistribution pursuant thereto, or arise out of or are based upon the (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and the Purchaser will reimburse such Article IX Indemnified Party for any legal or any other expenses reasonably incurred by such Article IX Indemnified Party in each connection with investigating or defending against any such loss, claim, liability, action, or proceeding; provided, that the Purchaser shall not be liable to any Article IX Indemnified Party in any such case to the extentextent that any such loss, but only to the extentclaim, that such damage, liability (or action or proceeding in respect thereof), or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in the such Resale Registration Statement, the Prospectus, Statement or any amendment or supplement theretothereto or in any such preliminary, final, or supplemental prospectus or issuer free-writing prospectus in reliance upon and in conformity with written information furnished to the Company Purchaser through an instrument duly executed by such Holder specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for Seller or any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredHolders, and the Purchaser will reimburse the Companyor any of their respective affiliates, each of its directors, each of its officers who signed the Registration Statement officers, or controlling person for any legal Persons (as so defined) and other expense reasonably incurred shall survive the transfer of such securities 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 actionHolder.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and employees and each person, if any, person who controls the Company within the meaning of the Securities ActAct (the "Company Indemnified Party"), against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement Company or controlling person such Company Indemnified Party 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 such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such the Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling person Company Indemnified Party for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling person Company Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each Purchaser will In the event of any registration of any securities of the Company under the Act, the Company will, and hereby does, severally and not jointly indemnify and hold harmless in the Companycase of any registration statement filed pursuant to Article 2 or 3, each of its directors, each of its officers who signed the Registration Statement Holder and each personunderwriter, if any, of the Holder's securities, and each person who controls the Company Holder or the underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damagesdamages or liabilities, liabilities joint or expenses several, to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Holder may become subject, subject under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities were registered under the Registration StatementAct, the Prospectusany preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement to the Registration Statement or Prospectusthereto, 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 not misleading, and the Company will reimburse the Holder for any legal or any other expenses reasonably incurred by him in each connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable in any such case to the extentextent that any such loss, but only to the extentclaim, that such damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the such Registration Statement, the Prospectusany such preliminary prospectus, or any final prospectus, summary prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such Purchaser expressly the Holder, specifically stating that it is for use therein; providedin the preparation thereof and, however, provided further that the Purchaser Company shall not be liable for to any Person who participates as an underwriter, in the offering or sale of Warrant Shares or to any other Person, if any, who controls such underwriter within the meaning of the Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Act to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered at or prior to the Company in writing a correction before the occurrence written confirmation of the transaction from which sale of Warrant Shares to such loss Person if such statement or omission was incurredcorrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder of any such director, officer, and shall survive the Purchaser will reimburse the Company, each transfer of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred such securities 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 actionholder.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed sign the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed sign the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 3.5 or 7.2 5.3 of this Agreement respecting the sale of the Registrable Shares or (ii) the inaccuracy of any representation or warranty made by such the Purchaser 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus only, in light of the circumstances under which they were made), not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser the Purchasers expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction at least five (5) business days before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionaction for which such person is entitled to be indemnified in accordance with this Section 5.4(b). In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Shares giving rise to such indemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Seller and its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each of its officers who signed Seller Indemnified Party the Registration Statement amount of, any and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise all Losses (including in settlement of any litigationattorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, if such settlement is effected with the written consent of such Purchaserwhether or not involving a third party claim, which consent shall not be unreasonably withheld) insofar as such lossesdemand, claimsaction or proceeding, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on breach of any representation, warranty or certification made by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale any of the Shares Transaction Documents to which the Purchaser is party or certificates given by the Purchaser in writing pursuant hereto or thereto, (ii) any breach of or default under any covenant or agreement by the inaccuracy of Purchaser pursuant to any representation made by such Transaction Document to which the Purchaser in this Agreement or is party and (iii) any untrue fees, expenses, costs, liabilities or alleged untrue statement of other amounts incurred or owed by the Purchaser to any material fact contained brokers, financial advisors or comparable other Persons retained or employed by it in connection with the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or 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 not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon transactions contemplated by this Purchase and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinSale Agreement; provided, however, that the Purchaser foregoing shall not be liable for exclude any indemnification to any Seller Indemnified Party (A) that results from the bad faith, gross negligence or willful misconduct of such untrue Seller Indemnified Party or alleged untrue statement (B) to the Confidential Treatment Requested by Royalty Pharma plc Pursuant to 17 C.F.R. Section 200.83 extent resulting from acts or omission or alleged omission omissions of which the Purchaser has delivered based upon the written instructions from any Seller Indemnified Party. Any amounts due to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and any Seller Indemnified Party hereunder shall be payable by the Purchaser will reimburse to such Seller Indemnified Party upon demand. Notwithstanding the Companyforegoing, each absent the Purchaser’s actual fraud, in no event shall the Purchaser’s indemnification obligations under clause (i) of its directorsthis Section 7.2 exceed, each of its officers who signed individually or in the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Companyaggregate, 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 actionan amount equal to [***].

Indemnification by the Purchaser. Each Whether or not the transactions contemplated hereby and by the other Transaction Agreements are consummated, the Purchaser will severally and not jointly agrees to indemnify and hold harmless defend the Company, Seller and each of its officers, directors, employees, counsel, agents and attorneys-in-fact (each of its officers who signed the Registration Statement an "Indemnified Person") against, and hold each personIndemnified Person harmless from, if anyany and all liabilities, who controls the Company within the meaning of the Securities Actobligations, against any losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or expenses nature whatsoever which may at any time (including at any time following the payment of all Obligations and the termination of this Agreement and the other Transaction Agreements) be imposed on, incurred by or asserted against any such Person in any way relating to which or arising out of this Agreement, any other Transaction Agreement or any document contemplated hereby or thereby or referred to herein or therein, or the Company, each of its directors, each of its officers who signed the Registration Statement transactions contemplated hereby or controlling person may become subject, under the Securities Act, the Exchange Actthereby, or any other federal action taken or state statutory law omitted by any such Person under or regulationin connection with any of the foregoing, including with respect to any investigation, litigation or at common law or otherwise proceeding (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheldInsolvency Proceeding or appellate proceeding) insofar as such losses, claims, damages, liabilities related to or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting or any other Transaction Agreement or the sale use of the Shares proceeds of the Financing, whether or not any Indemnified Person is a party thereto (ii) all the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statementforegoing, collectively, the Prospectus, or any amendment or supplement to the Registration Statement or 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 not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein"Indemnified Liabilities"); provided, however, that the Purchaser shall not be liable for have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionIndemnified Person.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the CompanySeller and each other holder of Registrable Securities, and each of its their respective officers, employees, affiliates, directors, each of its officers who signed the Registration Statement partners, members, attorneys and agents, and each person, if any, who controls the Company Seller and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Seller Indemnified Party”), from and against any expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities whether joint or expenses to several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the Company, each sale of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, such Registrable Securities was registered under the Securities Act, the Exchange Actany preliminary prospectus, final prospectus 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact summary prospectus contained in the Registration Statement, the Prospectus, or any amendment or supplement to the such Registration Statement or ProspectusStatement, or arise arising out of or are based upon the any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to the Purchaser and relating to action or inaction required of the Purchaser in each connection with any such registration; and the Purchaser shall promptly reimburse the Seller Indemnified Party for any reasonable legal and any other reasonable out-of-pocket expenses reasonably incurred by such Seller Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that the Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or alleged allegedly untrue statement or omission or alleged omission was made in the such Registration Statement, the Prospectuspreliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement theretosupplement, in reliance upon and in conformity with written information furnished to the Company Purchaser, in writing, by or on behalf of such Purchaser selling holder expressly for use therein; provided, however, that the . The Purchaser also shall not be liable for indemnify any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence Underwriter of the transaction from which such loss was incurredRegistrable Securities, and the Purchaser will reimburse the Companytheir officers, each of its affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of its officers who signed the Registration 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 indemnification provided above in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionthis Section 7(a).

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys' fees) to which the CompanyCompany and each director, each of its directorsofficer and person, each of its officers if any, who signed controls the Registration Statement or controlling person Company may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to the Registration Statement it or Prospectus, or arise out of or are based upon (ii) the omission or alleged omission to state therein in the Registration Statement or any Prospectus or Prospectus Supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Registration Statement, the Prospectus, Prospectus or Prospectus Supplement or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other costs or expense reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damageaction, liability, expense suit or actionproceeding.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of Company and its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each Selling Stockholder and each person who controls the Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any lossesloss, claimsclaim, damagesdamage, liabilities expense or expenses liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person such Company Indemnified Party may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such lossesloss, claimsclaim, damagesdamage, liabilities expense, liability, action, investigation or expenses (or actions in respect thereof as contemplated below) arise proceeding arises out of or are is based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, Statement or the Prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly specifically for use therein; provided, however, that which information the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered parties hereto agree is limited to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredPurchaser’ Information, and the Purchaser will shall reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person Company for any legal and or other expense expenses reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person such party in connection with investigating, defending, settling, compromising investigating or paying preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, expense action, investigation or actionproceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability, which the Purchaser might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party. Notwithstanding the provisions of this Section 8(b), in no event shall any indemnity by the Purchaser under this Section 8(b) exceed the total compensation received by such Purchaser hereunder.

Indemnification by the Purchaser. Each In connection with any Registration Statement in which a Purchaser will is participating, each such Purchaser agrees to severally and not jointly indemnify and indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in subsection subsection (d)(i) above, the Company, each of its directors, each of its officers who signed signs the Registration Statement Statement, each of the Company’s agents or representatives, and each personPerson, if any, who controls the Company within the meaning of the Securities ActAct or the Exchange Act (each an “Company Indemnified Party”), against any losses, claims, damages, liabilities Claim or expenses Indemnified Damages to which the Company, each any of its directors, each of its officers who signed the Registration Statement or controlling person them may become subject, under the Securities Act, the Exchange ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities Claim or expenses (or actions in respect thereof as contemplated below) Indemnified Damages arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 misleadingViolation, in each case to the extent, but and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, Violation occurs in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly specifically for use thereinin connection with such Registration Statement; and, subject to subsection (d)(iv) below, such Purchaser will reimburse any legal or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the Purchaser indemnity agreement contained in this subsection (d)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Purchaser, which consent shall not be unreasonably withheld; provided, further, however, that the Purchaser shall be liable under this subsection (d)(ii) for only 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 the Purchased Shares pursuant to the Registration Statement giving rise to such liability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such untrue or alleged Company Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (d)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Party if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionsupplemented.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or and any controlling person 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i1) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Purchased Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii2) 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 arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement, and any controlling persons for any legal and other expense reasonably incurred by the Company, its directors, its officers who signed the Registration Statement, and any controlling persons, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of with respect to which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction event from which such loss was incurred, and . Notwithstanding the Purchaser will reimburse the Companyprovisions of this Section 5(d), each Purchaser shall not be liable for any indemnification obligation under this Agreement in excess of its directors, the aggregate amount of net proceeds received by each Purchaser from the sale of its officers who signed the Registrable Shares pursuant to the Registration 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 actionStatement.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its directors and officers who signed and the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its directors and officers who signed the Registration Statement or controlling person may become subject, 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 such PurchaserPurchasers, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 7.3 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the such Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the such Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the such Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its directors and 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.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and -------------------------------- hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the Company, Purchaser and each of its directors, each of its officers who signed the Registration Statement or such controlling person may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any an untrue statement, alleged untrue statement, omission or alleged untrue statement of omission, included in any material fact contained in the Registration Statement, the Prospectus, Prospectus or Prospectus supplement or any amendment or supplement to the Registration Statement Prospectus or ProspectusProspectus supplement in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Prospectus or Prospectus supplement, or arise out of or are based upon (ii) the omission or alleged omission to state therein in any Prospectus or Prospectus supplement or any amendment or supplement to it a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in reliance upon, and in conformity with, written information furnished by the Registration Statement, Purchaser to the Prospectus, Company for inclusion in the Prospectus or any Prospectus supplement or an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the it. The Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damage, liabilityliability or expense arising out of, expense or actionbased upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Prospectus or Prospectus supplement or any amendment or supplement to the Prospectus or Prospectus supplement in reliance upon, and in conformity with, written information furnished by the Purchaser to the Company for inclusion in the Prospectus or Prospectus supplement.

Indemnification by the Purchaser. Each In connection with any Shelf Registration Statement in which a Purchaser will is participating, each such Purchaser agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, each of its directors, each of its directors and officers who signed the Registration Statement and each personPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act, against any losses, claims, damages, liabilities Act or expenses to which the Company, each Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with Act from and against all Damages to the written consent of same extent as the foregoing indemnity from the Company to such Purchaser, which consent shall not be unreasonably withheld) insofar as but only to the extent such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) Damages arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the any Shelf Registration Statement, the Prospectus, Statement (or any amendment thereto) or Prospectus (or any amendment or supplement to the Registration Statement or Prospectus, or arise out of thereto) or are based upon the omission or alleged caused by any 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, that such untrue statement or alleged which untrue statement or omission is based upon information relating to such Purchaser furnished in writing to the Company by such Purchaser expressly for use in any such Shelf Registration Statement (or alleged omission was made in the Registration Statement, the Prospectus, any amendment thereto) or any such Prospectus (or any amendment or supplement thereto); PROVIDED, in reliance upon and in conformity with written HOWEVER, that such Purchaser shall not be obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Shelf Registration Statement or Prospectus on the basis of corrected or supplemental information furnished in writing to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that such purpose. In no event shall the liability of any Purchaser shall not of Registrable Securities hereunder be liable for any such untrue or alleged untrue statement or omission or alleged omission of which greater in amount than the Purchaser has delivered to the Company in writing a correction before the occurrence dollar amount of the transaction from which net proceeds received by such loss was incurred, and Purchaser upon the Purchaser will reimburse sale of the Company, each of its directors, each of its officers who signed the Registration 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 Registrable Securities giving rise to such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly Holder shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), and the directors, officers, agents or any other federal 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 state statutory law or regulation, or at common law or otherwise (including in settlement review) arising solely out of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, or arise arising solely 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 not misleading(in the case of any Prospectus or form of prospectus or supplement thereto, in each case light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or alleged untrue statement omission is based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use in such Registration Statement or omission Prospectus, or alleged omission to the extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in writing by the Holder expressly for use in the Registration Statement, the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, . In no event shall the liability of any Holder hereunder be greater in reliance upon and in conformity with written information furnished to amount than the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence dollar amount of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred net proceeds received by the Company, each Holder upon the sale 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 Registrable Securities giving rise to such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or and any controlling person 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or Statement, and any controlling person persons for any reasonable legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or Statement, and any controlling person persons, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser shall not be liable for any such untrue statement or alleged untrue statement or omission or alleged omission with respect to which the Purchaser has delivered to the Company in writing a correction before the occurrence of the event from which such loss was incurred. Notwithstanding the provisions of this Section 5(d), the Purchaser shall not be liable for any indemnification obligation under this Agreement in excess of the aggregate amount of net proceeds received by the Purchaser from the sale of the Registrable Shares pursuant to the Registration Statement.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, officers, agents and employees, each of its officers who signed the Registration Statement and each person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each Act and Section 20 of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act), and the directors, officers, agents or any other federal 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 state statutory law or regulation, or at common law or otherwise (including in settlement review) arising solely out of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any a material fact contained in the Registration Statement, the any Prospectus, or any form of prospectus, or in any amendment or supplement to the Registration Statement or Prospectusthereto, or arise arising solely 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 not misleading(in the case of any Prospectus or form of prospectus or supplement thereto, in each case light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that (i) such untrue statement or alleged untrue statement omission is based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use in such Registration Statement or omission Prospectus, or alleged omission to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, the Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(iv)-(vii), the use by the Purchaser of an outdated or defective Prospectus after the Company has notified the Purchaser in reliance upon writing that the Prospectus is outdated or defective and in conformity with written information furnished prior to the Company receipt by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser of the Advice contemplated in Section 6.5. In no event shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission the liability of which the Purchaser has delivered to hereunder be greater in amount than the Company in writing a correction before the occurrence dollar amount of the transaction from which such loss was incurred, and net proceeds received by the Purchaser will reimburse upon the Company, each sale of its directors, each of its officers who signed the Registration 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 Registrable Securities giving rise to such loss, claim, damage, liability, expense or actionindemnification obligation.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly will, if any of the Purchaser's Shares are included in a registration pursuant hereto, indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each personunderwriter, if any, of the Shares covered by such registration statement, and each person who controls the Company and any underwriter within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which and each other holder of securities registered under the Companyregistration statement, each of its directorsofficers, directors and partners and each of its officers who signed the Registration Statement or person controlling person may become subjectsuch holder, under the Securities Actagainst all claims, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claimsexpenses, damages, damages and liabilities or expenses (or actions in respect thereof thereof) insofar as contemplated belowsuch claims, losses, expenses, damages and liabilities (or actions in respect thereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectusany such registration statement or prospectus, or based on any amendment or supplement to the Registration Statement or 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 not misleading, and will reimburse each such person for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission or alleged omission was is made in the Registration Statement, the Prospectus, such registration statement or any amendment or supplement thereto, prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly specifically for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall defend, protect, indemnify and hold harmless the Company, each of its the Company and Finance Co. and all of their partners, officers, directors, each of its officers who signed the Registration Statement employees, members and each person, if any, who controls the Company within the meaning direct or indirect investors and any of the Securities Actforegoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”) from and against any lossesand all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, liabilities or and 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 (the Company“Company Indemnified Liabilities”), each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Actincurred by any Indemnitee as a result of, or any other federal or state statutory law or regulationarising out of, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon relating to this Agreement (i) any failure on misrepresentation or breach of any representation or warranty made by the part of such Purchaser to comply with the covenants in Section 2.2 (except for clauses (d) and agreements contained in Sections 5.2 or 7.2 (f) thereof) of this Agreement respecting the sale of the Shares or Agreement, (ii) the inaccuracy any breach of any representation made by such covenant, agreement or obligation of the Purchaser contained in this Agreement the Transaction Documents, the Consent or any other certificate or document contemplated hereby or thereby, or (iii) the enforcement of this Section.. Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any untrue or alleged untrue statement liability of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise Indemnitee arising solely out of such Company Indemnitee’s willful misconduct or are based upon fraudulent action(s). To the omission or alleged omission to state therein a material fact required to extent that the foregoing undertaking by the Purchaser may be stated therein or necessary to make the statements therein not misleadingunenforceable for any reason, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which make the Purchaser has delivered maximum contribution to the Company in writing a correction before the occurrence payment and satisfaction of each of the transaction from Company Indemnified Liabilities which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 actionis permissible under applicable law.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its directors, each of its officers who signed the a Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the a Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (ia) any failure on by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement Section 7.5 above respecting the sale of the Shares or unless such failure by the Purchaser is directly caused by the Company’s failure to provide written notice of a Suspension to the Purchaser; (iib) the inaccuracy of any representation made by such the Purchaser in this Agreement herein; or (iiic) any untrue statement or alleged untrue statement of any material fact contained in the a Registration Statement, Statement or the Prospectus, or any amendment or supplement to the Registration Statement or 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 therein, in light of the circumstances in which they were made, not misleading, in 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 a Registration Statement, the Prospectus, Statement or any amendment or supplement thereto, Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such the Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the a Registration Statement or controlling person persons for any legal and other expense reasonably incurred, as such expenses are reasonably incurred by the Company, each of its directors, each of its officers who signed the a Registration Statement or controlling person persons in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly shall, to the full extent permitted by law, indemnify and hold harmless the Companyeach Seller, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement plan administrators or similar fiduciaries appointed in connection with any chapter 11 plan or otherwise and each personother Person, if any, who controls the Company any such Seller within the meaning of the Securities Act, against any losses, claims, damages, liabilities expenses or expenses liabilities, joint or several (together, "Losses"), to which the Companysuch Seller or any such director or officer, each of its directors, each of its officers who signed the Registration Statement plan administrator or similar fiduciary appointed in connection with any chapter 11 plan or otherwise or controlling person Person may become subject, subject under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses Losses (or actions or proceedings, whether commenced or threatened, in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statementany such registration statement, the Prospectusany preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement to the Registration Statement or Prospectusthereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and the Purchaser will reimburse in cash such Seller and each such director, officer, plan administrator or similar fiduciary appointed in connection with any chapter 11 plan or otherwise and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Loss (or action or proceeding in respect thereof); provided that the Purchaser shall not be liable in any such case to the extent, but only to the extent, extent that any such Loss (or action or proceeding in respect thereof) arises out of or is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementany such registration statement, the Prospectuspreliminary prospectus, or any final prospectus, summary prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Purchaser through an instrument duly executed by or on behalf of such Purchaser expressly Seller specifically stating that it is for use therein; provided, however, that in the Purchaser shall not be liable for any preparation thereof or (y) such Seller's failure to send or give a copy of the final prospectus to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered at or prior to the Company in writing a correction before the occurrence written confirmation of the transaction from which sale of Registrable Securities to such loss Person if such statement or omission was incurredcorrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Seller or any such director, and the Purchaser will reimburse the Companyofficer, each of its directors, each of its officers who signed the Registration Statement plan administrator 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 similar fiduciary appointed in connection with investigatingany chapter 11 plan or otherwise or controlling Person, defendingand shall survive the transfer of such securities by such Seller. The Purchaser shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, settlingtheir officers and directors and each other Person, compromising or paying if any, who controls any such loss, claim, damage, liability, expense or actionparticipating Person within the meaning of the Securities Act to the same extent as provided above with respect to sellers of Registrable Securities.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20(a) of the Exchange Act from and against any losses, claims, damages, liabilities or and expenses (including reasonable costs of defense and investigation and all attorneys fees) to which the Company, Company and each of its directors, each of its officers who signed the Registration Statement or such controlling person may become subject, under the Securities ActAct or otherwise, 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or and expenses (or actions in respect thereof as contemplated belowthereof) arise out of or are based upon (i) an untrue statement, alleged untrue statement, omission or alleged omission, included in any failure on Registration Statement in reliance upon, and in conformity with, written information furnished by the part of such Purchaser to comply with the covenants and agreements contained Company for inclusion in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares a Registration Statement, or (ii) the inaccuracy of any representation made by such Purchaser 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 arise out of or are based upon the omission or alleged omission to state therein in a Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such the untrue statement or statement, alleged untrue statement or statement, omission or alleged omission was made in the Registration Statementreliance upon, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with with, written information furnished by the Purchaser to the Company by or on behalf of for inclusion in such Purchaser expressly for use therein; providedRegistration Statement. Pursuant to Section 8.2 hereof, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the CompanyCompany and each such director, each of its directors, each of its officers who signed the Registration Statement officer or controlling person promptly upon demand for any legal and or other expense costs or expenses reasonably incurred by the Company, each of its directors, each of its officers who signed Company or the Registration Statement or controlling other person in connection with investigating, defendingdefending against, settling, compromising or paying preparing to defend against any such loss, claim, damage, liability, expense liability or actionexpense.

Indemnification by the Purchaser. Each The Purchaser will severally agrees to indemnify the Seller and not jointly indemnify and hold harmless the Company, each of its directorsAffiliates and their respective officers, directors and employers (collectively, the “Seller Indemnified Parties”) against, and agree to hold each of its officers who signed them harmless from, any and all Losses incurred or suffered by the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise Seller Indemnified Parties arising out of or are based upon resulting from without duplication, (i) any failure on the part breach of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 a representation or 7.2 of this Agreement respecting the sale warranty of the Shares or (ii) the inaccuracy of any representation made by such Purchaser contained in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement, (ii) any breach of an agreement or covenant made by the Purchaser in this Agreement, (iii) any untrue Assumed Liability, or alleged untrue statement (iv) the operation of the Acquired Assets from and after the Closing. Notwithstanding the foregoing, the Seller Indemnified Parties will not be entitled to indemnity pursuant to clause (i) of this Section 9.3: (x) in respect of any material individual Action or individual claim, fact contained in the Registration Statement, the Prospectus, or occurrence or any amendment series of related Actions, claims, facts or supplement to occurrences (including any class action), until Losses in respect of such individual or related Actions, claims, facts or occurrences are greater than the Registration Statement De Minimis Claim Amount; or Prospectus(y) for any Losses, until the aggregate amount of all such Losses incurred or arise out of or are based upon suffered by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make Seller Indemnified Parties exceeds the statements therein not misleadingDeductible Amount, in each which case the Seller Indemnified Parties shall be entitled to indemnification for the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made full amount of Losses in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf excess of such Purchaser expressly for use thereinthreshold; provided, however, that in no event will the Purchaser shall not Seller Indemnified Parties be liable entitled to indemnity for any such untrue or alleged untrue statement or omission or alleged omission Losses pursuant to clause (i) of which the Purchaser has delivered this Section 9.3 to the Company extent that the amount of such Losses, in writing a correction before the occurrence of the transaction from which such loss was incurredaggregate, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement incurred or controlling person for any legal and other expense reasonably incurred suffered by the CompanySeller Indemnified Parties exceeds the Indemnity Cap Amount, each except with respect to Losses arising from the breach 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 actionSection 6.1.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any actual and direct losses, claims, direct damages, liabilities or reasonable expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such actual and direct losses, claims, direct damages, liabilities or reasonable expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any the failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 4.2 or 7.2 6.2 of this Agreement respecting the sale of the Shares Securities or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or the Questionnaires or (iii) any untrue statement 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereintherein (the events in clauses (i), (ii), or (iii), collectively are referred to herein as the “Purchaser Indemnification Events”), and shall reimburse the Company or such officer, director or controlling person, as the case may be, for the indemnifiable amounts provided for herein on demand as such expenses are incurred; provided, however, that the Purchaser shall not be liable for in any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered case to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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 extent that any such loss, claim, damage, liability, liability or expense arises out of or actionis based upon any negligence or misconduct of the Company of a Company Indemnification Event.

Indemnification by the Purchaser. Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Common Shares or (ii) the inaccuracy of any representation made by such Purchaser 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 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 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Seller and its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each of its officers who signed Seller Indemnified Party the Registration Statement amount of, any and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise all Losses (including in settlement of any litigationattorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, if such settlement is effected with the written consent of such Purchaserwhether or not involving a third party claim, which consent shall not be unreasonably withheld) insofar as such lossesdemand, claimsaction or proceeding, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon (i) any failure on breach of any representation, warranty or certification made by the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale any of the Shares Transaction Documents to which the Purchaser is party or certificates given by the Purchaser in writing pursuant to this Purchase and Sale Agreement, (ii) any breach of or default under any covenant or agreement by the inaccuracy of Purchaser pursuant to any representation made by such Transaction Document to which the Purchaser in this Agreement or is party and (iii) any untrue fees, expenses, costs, liabilities or alleged untrue statement of other amounts incurred or owed by the Purchaser to any material fact contained brokers, financial advisors or comparable other Persons retained or employed by it in connection with the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or 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 not misleading, in 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon transactions contemplated by this Purchase and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use thereinSale Agreement; provided, however, that the Purchaser foregoing shall not be liable for exclude any indemnification to any Seller Indemnified Party to the extent resulting from (A) the bad faith, gross negligence or willful misconduct of such untrue Seller Indemnified Party or alleged untrue statement (B) acts or omission or alleged omission omissions of which the Purchaser has delivered based upon the written instructions from any Seller Indemnified Party. Notwithstanding the foregoing, absent the Purchaser’s actual fraud, in no event shall the Purchaser’s indemnification obligations under clause (i) of this Section 7.2 exceed, individually or in the aggregate, an amount equal to the Company in writing a correction before Purchase Price, less all payments received by the occurrence Seller pursuant to Section 5.4(d) prior to and through resolution of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration 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, applicable claim, damage, liability, expense or action.