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 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 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 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 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 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 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 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 reasonable attorneys fees) to which the CompanyCompany and any director or officer of the Company and each person, each of its directorsif any, each of its officers 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 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 or any Prospectus 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 for inclusion in the Registration Statement 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 incurredProspectus, 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 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 Company, each of its directors, each of its officers who signed the Registration Statement and each personPerson, if any, who controls or is under common control with the Company within the meaning of the Securities ActAct (the “Company Indemnified Parties”), against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, directors or each of its officers who signed the Registration Statement or 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 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) in whole or in part on any failure on inaccuracy in the part of such Purchaser to comply with the covenants representations and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale warranties 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 failure 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 incurredperform its obligations hereunder , and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person applicable Company Indemnified Parties 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 Registration Statement or controlling person any Company Indemnified Parties in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. For purposes of clarity, the Purchaser will not be liable to any Company Indemnified Party to the extent that any loss, claim, damage, liability or expense arises out of or is based upon (i) the failure of a Company Indemnified Party to comply with the covenants and agreements contained in this Agreement, or (ii) the inaccuracy of any representations made by a Company Indemnified Party herein.

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 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 From and after the Closing Date, the Purchaser will severally hereby covenants and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Stockholder against and each person, if any, who controls the Company within the meaning in respect 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 following: (i) any failure liability, loss, damage or expense resulting from any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of such Purchaser under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument or document furnished or to comply with be furnished by the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or Purchaser hereunder; and (ii) the inaccuracy all claims, actions, suits, proceedings, demands, assessments, judgments, costs, reasonable attorneys' fees and expenses of any representation made by nature incident to any of the matters indemnified against pursuant to this Section 9.3, including without limitation, all such Purchaser costs and expenses incurred in this Agreement the defense thereof or (iii) any untrue or alleged untrue statement in the enforcement of any material fact contained rights of the Stockholder hereunder. The Stockholder shall notify the Purchaser of any asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and thereafter the Purchaser shall have the right to defend, compromise and settle such matter provided that the Stockholder is fully protected from any cost or expense in connection therewith. Within ten (10) days of receipt of such notice, Purchaser shall respond in writing as to whether Purchaser will engage counsel at Purchasher's expense to defend the Registration Statementclaim. If Purchaser does not respond, or affirmatively declines to defend the claim or disputes its obligation to indemnify, the ProspectusShareholder shall then have, at its election, the right to compromise or defend any amendment or supplement such matter at the Purchaser's sole cost and expense through counsel chosen by the Shareholder and reasonably acceptable 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 thereinPurchaser; provided, however, that any such compromise or defense shall be conducted in a manner which is reasonable and the Purchaser shall not be liable for in all events have a right to veto any such untrue compromise or alleged untrue statement defense which might increase the potential liability of, or omission or alleged omission of which create a new liability for, the Purchaser has delivered (other than under Section 9.3). Each party agrees in all cases to cooperate with the Company defending party and its or his counsel in writing a correction before the occurrence compromise of or defending of any such liabilities or claims. In addition, the transaction from which non-defending party shall at all times be entitled to monitor such loss was incurreddefense through the appointment, at its or his own cost and the Purchaser will reimburse the Companyexpense, each of advisory counsel 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 actionown choosing.

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 -------------------------------- 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 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 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 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 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 (a) If the Closing occurs, the Purchaser will severally indemnify the Company and not jointly indemnify its affiliates, and their respective officers, directors, employees, agents and representatives (the "Company Indemnified Parties"), against 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 Indemnified Parties harmless from all claims, obligations, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses of one counsel for all Company Indemnified Parties in any action between any Company Indemnified Party and the meaning Purchaser or between such Company Indemnified Party and any third party or otherwise) and liabilities of and damages to such Company Indemnified Party arising out of the Securities Actbreach of any representation, against warranty, covenant or agreement of the Purchaser in this Agreement. (b) Such Company Indemnified Party agrees to give the Purchaser prompt written notice of any lossesclaim, claimsassertion, damages, liabilities event or expenses proceeding by or in respect of a third party of which it has knowledge concerning any liability or damage as to which such Company Indemnified Party is entitled to indemnification hereunder. The Purchaser shall have the Companyright to direct, each through counsel of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Acttheir own choosing, the Exchange Act, defense or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigationsuch claim, if assertion, event or proceeding (provided that the Purchaser shall have first acknowledged its indemnification obligations hereunder specifically in respect of such settlement is effected claim, assertion, event or proceeding) at its own expense, which counsel shall be reasonably satisfactory to such Company Indemnified Party. If the Purchaser elects to assume the defense of any such claim, assertion, event or proceeding, such Company Indemnified Party may participate in such defense, but in such case the expenses of such Company Indemnified Party incurred in connection with such participation shall be paid by such Company Indemnified Party. Such Company Indemnified Party shall cooperate with the written Purchaser in the defense or settlement of any such claim, assertion, event or proceeding. If the Purchaser elects to direct the defense of any such claim, assertion, event or proceeding, such Company Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless the Purchaser consents in writing (which consent shall not unreasonably be withheld) to such payment or unless the Purchaser withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of the Purchaser is entered against such Company Indemnified Party for such liability. If the Purchaser shall elect not to defend any such claim, assertion, event or proceeding, such Company Indemnified Party shall have the right to undertake the defense or settlement thereof at the Purchaser's expense, but such matter shall not be settled without the Purchaser's consent, 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 . If the Purchaser shall, after commencing or undertaking a defense, fail to prosecute or withdraws from such defense, such Company Indemnified Party shall not be liable for any have the right to undertake the defense or settlement thereof at 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 actionPurchaser's expense.

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 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 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 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 in settlement of any litigationcollectively, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld"Seller Losses") insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon a result of: (i) any failure on the part of such Purchaser to comply with the covenants and agreements misrepresentation contained in Sections 5.2 or 7.2 breach of this Agreement respecting the sale or failure to perform any representation, warranty, covenant or 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 therein; other 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; (ii) 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 shall not be liable for 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 untrue pending or alleged untrue statement threatened proceeding suit or omission action being a "Seller Covered Action" and together with a "Purchaser Covered Action", a "Covered Action"); and/or (iii) any and all actions, suits, proceedings, claims or alleged omission of which the Purchaser has delivered demands incident to the Company in writing a correction before the occurrence any of the transaction from which foregoing or 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 actionindemnifications.

Indemnification by the Purchaser. Each To the extent permitted by Law, the Purchaser will severally and not jointly shall, if Registrable Securities held by the Purchaser are included in the securities as to which such Registration, qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its employees, advisors, agents and directors, each of its officers who has signed the Registration Statement and Statement, each personPerson, if any, who controls the Company within the meaning of the Securities ActAct and any underwriter, against any losses, claims, damagesdamages or liabilities (joint or several; or actions, liabilities proceedings or expenses settlements in respect thereof) to which the CompanyCompany or any such director, each of its directorsofficer, each of its officers who signed the Registration Statement or legal counsel, controlling person Person underwriter may become subject, subject under the Securities Act, the Exchange Act, Act or any other U.S. federal or state statutory law or regulationLaw, 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 actions, proceedings or settlements 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 following statements, omissions 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 extent (and only to the extent, ) that such untrue statement or alleged untrue statement or statement, omission or alleged omission was made Violation occurs in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in sole reliance upon and in conformity with written information furnished by the Purchaser, or its partners, officers, directors, employees, advisors, agents, underwriters or controlling Persons expressly for use in connection with such Registration: (i) untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; or (ii) omission or alleged omission to state in such Registration Statement a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, but only to the Company extent such untrue statement or omission is made in reliance upon and contained in any information or affidavit so furnished in writing by or on behalf of such the Purchaser expressly for use therein; provided, however, that and 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 or other expense expenses reasonably incurred by the CompanyCompany or any such employee, each of its directorsadvisor, each of its officers who signed the Registration Statement agent, director, officer, controlling Person or controlling person underwriter in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense action or actionproceeding; provided, however, that the indemnity agreement contained in this Section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of the Purchaser, which consent shall not be unreasonably withheld; and provided, further, that except for liability for willful fraud, in no event shall any indemnity under this Section 2.6(b) exceed the net proceeds received by the Purchaser in such Registration.

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 If the Phase I Closing occurs, and subject to the limitations expressly set forth in Section 8.4 and Section 8.5, the Purchaser will severally and not jointly indemnify and hold harmless the Company, each of Seller and its Affiliates and its and their directors, each of its officers who signed officers, employees, agents and representatives (collectively, the Registration Statement “Seller Indemnified Parties”) from and each person, if any, who controls the Company within the meaning of the Securities Act, against any lossesand all Losses (other than Losses with respect to Taxes, claims, damages, liabilities or expenses to for which the Company, each provisions of its directors, each of its officers who signed Section 9.1(a) will govern) incurred by the Registration Statement Seller Indemnified Parties arising 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 resulting from (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 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy breach of any representation made or warranty set forth in Article 4 or in the certificates delivered pursuant to Sections 2.10(b)(xi) or Section 2.11(b)(v) (determined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by such the Purchaser upon the consummation of the Phase I Closing, and in the event that the Phase II Closing shall have occurred, with respect to the Business and the Purchased Assets and Assumed Liabilities), (b) any breach of any agreement or covenant of the Purchaser or any of its Affiliates set forth in this Agreement or (iiidetermined, unless and until the Phase II Closing shall have occurred, solely with respect to the Phase I Business and the Purchased Assets and Assumed Liabilities acquired and assumed by the Purchaser upon the consummation of the Phase I Closing, and in the event that the Phase II Closing shall have occurred, with respect to the Business and the Purchased Assets and Assumed Liabilities) and (c) any untrue Assumed Liability. For the sake of clarity, the amount of indemnified Losses will be calculated without regard to any materiality or alleged untrue statement of any material fact Material Adverse Effect qualifications 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 actionapplicable provisions hereof.

Indemnification by the Purchaser. Each of the Purchaser will severally and not jointly indemnify the Guarantor shall, on a joint and several basis, pay, hold harmless and indemnify the CompanySeller from and against, each any and all Indemnifiable Losses incurred by the Seller, resulting from or relating to the following: (a) any breach or inaccuracy (whether intentional or not) of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning any representations or warranties of the Securities Act, against Seller under this Agreement; or (b) any lossesbreach (whether intentional or not) of any covenants of the Seller under this Agreement; or (c) any failure of the Purchaser to perform any obligations under this Agreement; or (d) any objection, claims, damages, liabilities disputes or expenses legal actions (including but not limited to which that initiated by Didi or its shareholders) against the Seller or its Affiliates in direct connection with the Didi ROFR Agreement and/or the Company’s investment in Didi that are initiated within one (1) year after the Closing, which have been determined by the competent courts or arbitration tribunals against the Seller or its Affiliates or otherwise settled by the Seller with the Purchaser’s prior written consent; and/or all Indemnifiable Losses in direct connection with any unwinding or partial unwinding of the transactions contemplated hereunder which have been determined by the competent courts or arbitration tribunals against the Seller or its Affiliates; or (e) any claims, disputes or legal actions (including but not limited to that initiated by the Seller’s shareholders) against the Seller or its Affiliate in direct connection with any such matter as set forth in Section 7.5(d) above that are initiated within one (1) year after the Closing, which have been determined by the competent courts or arbitration tribunals against the Seller or its Affiliates or otherwise settled by the Seller with the Purchaser’s prior written consent. For the avoidance of doubt, the indemnification obligations of the Purchaser under Section 7.5(d) and Section 7.5(e) shall be discharged when the Purchaser has produced and presented to the Seller such evidence reasonably satisfactory to the Seller that each of its directors, each Didi and the relevant shareholders 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 Didi (i) any failure on acknowledges the part of such Purchaser to comply with the covenants transactions contemplated hereunder and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) does not raise any objection to the inaccuracy transactions contemplated hereunder. In the event of unwinding or partial unwinding of the transactions contemplated hereunder due to any representation made reason, the Seller shall refund the Purchase Price immediately to the Purchaser subject to the following sentence. If any non-appealable judgments or arbitration awards in direct connection with Section 7.5(d) and Section 7.5(e) have been rendered by such the competent courts or arbitration tribunals against the Seller or its Affiliates when the unwinding is determined to be conducted, the Seller shall be entitled to deduct from, and offset against, any funds paid by the Purchaser in accordance with this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration StatementAgreement, 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 all Indemnifiable Losses incurred by the Company, each of its directors, each of its officers who signed the Registration Statement Seller as determined in such non-appealable judgments or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionarbitration awards.

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 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 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 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 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 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 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 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 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 The Purchaser will severally covenants and not jointly agrees with the Vendor and the Guarantor to indemnify and hold save harmless the CompanyVendor and the Guarantor, each of its directors, each of its officers who signed the Registration Statement from and each person, if any, who controls the Company within the meaning of the Securities Act, against any lossesclaim, claimsdemand, damagesaction, liabilities cause of action, damage, loss (including loss of profits), costs, liability or expenses to expense (including professional fees and disbursements) which may be made or brought against 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 ActVendor, or any other federal which it may suffer or state statutory law incur, directly or regulationindirectly, in respect of, as a result of, or at common law or otherwise arising out of (including in settlement a) any nonfulfillment 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 covenant or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure agreement on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of under this Agreement respecting the sale or any document or certificate given pursuant to this Agreement; (b) any inaccuracy in or breach of any of the Shares Purchaser's representations or (ii) the inaccuracy of any representation made by such Purchaser warranties contained in this Agreement or any document or certificate given pursuant to this Agreement; (iiic) any untrue or alleged untrue statement liabilities incurred by the Vendor after Closing solely by reason of any material fact contained in Section 135 of the Registration Statement, Nova Scotia Companies Act as a result of the Prospectusfailure by the Corporation to meet its obligations which arise following the Time of Closing out of, or any amendment related to, acts occurring or supplement to the Registration Statement or Prospectustaken, or arise out conditions existing, following the Time 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 misleadingClosing, 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, provided that the Purchaser shall not be liable for under no obligation to indemnify the Vendor under this subsection (c) where the failure to meet its obligations arises as a result of matters which are indemnifiable under Section 8.1 hereof; (d) any such untrue liability or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered obligation with respect to the Company in writing a correction before Business arising out of or related to acts occurring or taken or conditions existing following the occurrence Time 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 actionClosing.

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.

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 expenses as such expenses are 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 investigating or paying defending any such loss, claim, damage, liability, expense claim 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 In addition to the other indemnities in favour of the Vendor contained herein, the Purchaser will severally covenants and not jointly agrees to indemnify and hold harmless the Company, each Vendor from all Losses suffered or incurred by the Vendor as a result 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 arising directly out of or are based upon in connection with: (ia) any failure on breach by the part Purchaser 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 any inaccuracy of any representation made by such Purchaser or warranty contained in this Agreement or in any Schedule hereto (iiiother than the Outsourcing Agreement, under which agreement the rights and remedies of the parties are solely as contained therein) or in any untrue agreement, instrument, certificate 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, other document delivered pursuant hereto (provided that the Purchaser shall not be liable for required to indemnify or hold harmless the Vendor in respect of any such untrue breach or alleged untrue statement inaccuracy of any representation or omission or alleged omission of which warranty unless the Vendor shall have provided notice to the Purchaser has delivered in accordance with section 11.3 on or prior to the Company in writing a correction before the occurrence expiration of the transaction from which applicable time period related to such loss was incurred, representation and warranty as set out in section 7.2); (b) any breach or non-performance by the Purchaser will reimburse of any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; and (c) the CompanyPurchaser's obligation to indemnify the Vendor in respect of the operations of the Purchased Businesses after the Time of Closing including, each of its directorswithout limitation, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred failure by the CompanyPurchaser to pay, each satisfy, discharge, perform or fulfil any 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 actionAssumed Liabilities.

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 Subject to the limitations expressly set forth in Section 9.6, the Purchaser will severally and not jointly indemnify and hold harmless the Company, each of Seller and its Affiliates and their respective directors, each of its officers who signed the Registration Statement officers, equity owners, employees, agents, consultants 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 Actother advisors and representatives (collectively, the Exchange Act“Seller Indemnified Parties”) from and against, and will pay to the Seller Indemnified Parties the monetary value of, any and all Losses incurred 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 suffered by 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 any of the following: (ia) any failure on the part of such Purchaser to comply with the covenants and agreements contained inaccuracy 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 or warranty contained in Article 4, Section 10.18(b) or in any certificate delivered by such the Purchaser pursuant to this Agreement; (b) any nonfulfillment, nonperformance or other breach of any covenant or agreement of the Purchaser contained in this Agreement or Agreement; and (iiic) any untrue payment made or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectusto be made, or other Loss sustained, by any amendment Seller Indemnified Party under or supplement in connection with the Rxxxxxx Lease relating to the Registration Statement or Prospectus, or arise out of or are based upon period after 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 thereinClosing Date; provided, however, that this Section 9.2 shall not provide for any indemnification with respect to Taxes, for which the Purchaser Purchaser’s sole obligation is set forth in Article 8. For purposes of this Section 9.2, the amount of any Losses associated with any inaccuracy in, or breach of, any representation or warranty, or nonfulfillment, nonperformance or other breach of any covenant or agreement by the Purchaser, will be determined without regard for any materiality or similar qualification (but such qualifications shall not be liable so disregarded 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 purposes of the transaction from which such loss was incurreddetermination of the underlying inaccuracy, and the Purchaser will reimburse the Companybreach, each of its directors, each of its officers who signed the Registration Statement nonfulfillment 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 actionnonperformance).

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 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 and provided a reasonable period of time for the Company to amend or supplement the Registration Statement, including the Prospectus, as necessary before the occurrence of the transaction from which such loss was incurred. Anything to the contrary notwithstanding, and under no circumstances shall the Purchaser will reimburse be liable to the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person persons for any legal and other expense reasonably incurred by losses, claims, damages, liabilities or expenses in excess of 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 actionTotal Purchase Price.

Indemnification by the Purchaser. Each Subject to the limitations expressly set forth in Section 9.6, 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 Seller and each personShareholder (collectively, if anythe “Seller Indemnified Parties”) from and against, who controls and will pay to the Company within Seller Indemnified Parties the meaning monetary value of, any and all Losses incurred or suffered by the Seller Indemnified Parties directly or indirectly arising out of, relating to or resulting from any 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 following: (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 inaccuracy 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 or warranty or other statement of the Purchaser contained in this Agreement, the Purchaser Disclosure Schedule, any Ancillary Agreement or in any certificate, instrument or other document delivered by such the Purchaser in pursuant to this Agreement or any Ancillary Agreement; (iiib) any untrue nonfulfillment, nonperformance or alleged untrue statement other breach of any material fact covenant or agreement of the Purchaser contained in the Registration Statementthis Agreement, the ProspectusPurchaser Disclosure Schedule, any Ancillary Agreement or in any certificate, instrument or other document delivered by the Purchaser pursuant to this Agreement or any Ancillary Agreement; (c) any of the Assumed Liabilities and any other Liability arising out of the ownership or operation of the Purchased Assets after the Closing (except to the extent such Liability constitutes an Excluded Liability); and (d) any Proceedings, demands or assessments incidental to any of the matters set forth in clauses (a) through (c) above. For purposes of this Section 9.2, any inaccuracy in, or breach of any amendment representation or supplement to the Registration Statement warranty or Prospectusother statement, or arise out nonfulfillment, nonperformance or other breach of any covenant or are based upon agreement by 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 incurredPurchaser, and the Purchaser amount of any Losses associated therewith, will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person be determined without regard for any legal and other expense reasonably incurred by the Companymateriality, each of its directors, each of its officers who signed the Registration Statement Material Adverse Effect or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionsimilar qualification.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Company (and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act, each officer of the Company who signs the Registration Statement and each director of the Company), from and against any losses, claims, damages, damages or liabilities or expenses to which the CompanyCompany (or any such officer, each of its directors, each of its officers who signed the Registration Statement director 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, damages or liabilities or expenses (or actions or proceedings in respect thereof as contemplated belowthereof) arise out of 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) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus, Statement 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 misleadingtherein, in light of the circumstances under which they were made, not misleading in each case case, on the effective date thereof, if, and to the extent, but only to the extent, that such untrue statement or omission 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 the Purchaser specifically for use in preparation of the Registration Statement, and such Purchaser expressly will reimburse the Company (and each of its officers, directors or controlling persons) for use thereinany legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 5(i) be greater in amount than the net proceeds to 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 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 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 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 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 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 reasonable legal expenses incurred by one law firm representing all indemnified parties and other expense 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 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 Subject to Section 7.4.5, 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 covenants and agreements contained in Sections Section 5.2 or 7.2 7.3 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 such 20. 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 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 shall indemnify and hold harmless the Companyeach Seller and its officers, each of its directors, each of its officers who signed the Registration Statement members, employees and agents, successors and assigns, and each personother Person, if any, who controls the Company such Seller within the meaning of the Securities Act, against any and all 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 they 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 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 (iiiv) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in the any Registration Statement, the any preliminary Prospectus or final Prospectus, or any amendment or supplement to thereof; (w) any blue sky application or other document executed by the Registration Statement Purchaser specifically for that purpose or Prospectus, or arise out of or are based upon written information furnished by the Purchaser filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (x) 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, in each case ; (y) any violation by the Purchaser or its agents of any rule or regulation promulgated under the Securities Act applicable to the extentPurchaser or its agents and relating to action or inaction required of the Purchaser in connection with such registration; or (z) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Purchaser or its agents has affirmatively undertaken or agreed in writing that the Purchaser will undertake such registration or qualification on Seller’s behalf and will reimburse such Seller, but only and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Purchaser will not be liable in any such case if and to the extentextent that any such loss, that such claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was so 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 such Seller or on behalf of any such Purchaser expressly controlling person in writing specifically for use therein; provided, however, that the Purchaser shall not be liable for any in 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 actionProspectus.

Indemnification by the Purchaser. Each (a) After the Closing, and subject to Section 6.1 the Purchaser will severally and not jointly indemnify shall indemnify, defend and hold harmless to the Companyfullest extent permitted by law the Company and its Affiliates, each of its their respective successors and assigns, and their respective officers, directors, each of its officers who signed the Registration Statement shareholders, partners, managers, members, employees, attorneys, and agents as applicable, 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) (each a “Company Indemnified Party”), against, and reimburse each such Company Indemnified Party for, all Losses that the Company Indemnified Parties may at any time suffer or incur, or any other federal or state statutory law or regulationbecome subject to, 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 a result of or are based upon in connection with (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 (ii1) the inaccuracy or breach of any representation or warranty made by such the Purchaser in this Agreement or any certificate delivered pursuant hereto or (iii2) any untrue breach or alleged untrue statement failure by the Purchaser to perform any of any material fact its covenants or agreements contained in the Registration Statement, the Prospectus, this Agreement or any amendment or supplement to the Registration Statement or ProspectusTransaction Document. (b) Notwithstanding anything contained in Section 4.8(a), 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 required to indemnify, defend or hold harmless any of the Company Indemnified Parties against, or reimburse any of the Company Indemnified Parties for any Losses pursuant to this Section 4.8 (other than Losses arising out of the inaccuracy or breach of any Purchaser Specified Representations, which shall not be subject to the limitations contained herein) (i) with respect to any claim (or series of claims arising from the same or similar underlying facts, events or circumstances) unless such untrue claim (or alleged untrue statement series of claims arising from the same or omission similar underlying facts, events or alleged omission circumstances) involves Losses in excess of the Deductible (nor shall any such claim or series of claims that do not meet the Deductible be applied to or considered for purposes of calculating the aggregate amount of the Losses by any of the Company Indemnified Parties for which the Purchaser has delivered responsibility under clause (ii) of this Section 4.8(b)); and (ii) until the aggregate amount of the Company Indemnified Parties’ Losses for which the Company Indemnified Parties are finally determined to be otherwise entitled to indemnification under this Section 4.8 exceeds the Deductible, after which the Purchaser shall be obligated for all of the Company Indemnified Parties’ Losses for which the Company Indemnified Parties are finally determined to be otherwise entitled to indemnification under this Section 4.8 that are in excess of such Deductible. Notwithstanding anything to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredcontrary contained herein, and the Purchaser will shall not be required to indemnify, defend or hold harmless the Company Indemnified Parties against, or reimburse the CompanyCompany Indemnified Parties for, each of its directors, each of its officers who signed any Losses pursuant to Section 4.8 in a cumulative aggregate amount exceeding the Registration Statement or controlling person for any legal and other expense reasonably incurred aggregate Purchase Price paid by the Purchaser to the Company. (c) For purposes of this Section 4.8, each in determining whether there has been a breach of its directorsa representation or warranty, each of its officers who signed the Registration Statement parties hereto shall ignore any “materiality” or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action“Material Adverse Effect” qualifications.

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 Securities 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 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 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 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 will, and not jointly hereby does, indemnify and hold harmless the Companyharmless, each of Deutsche Bank and its directors, each of its officers who signed the Registration Statement officers, partners, agents and Affiliates and each person, if any, other person who controls participates as an underwriter in the Company within the meaning offering or sale of the Securities ActPurchase Price Shares, against any insofar as 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 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 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 StatementStatement under which Purchase Price Shares held by Deutsche Bank were registered under the Securities Act, 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 light of the circumstances in which they were made not misleading, and the Purchaser will reimburse Deutsche Bank and each such director, officer, partner, agent or Affiliate and underwriter for any legal or any other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, that the Purchaser shall not be liable in any such case to the extentDeutsche Bank and its directors, but only officers, partners, agents and Affiliates or any underwriter to the extentextent that any such loss, that such claim, 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 Purchaser through an instrument executed by or on behalf of such Purchaser expressly person, as the case may be, specifically stating that it is for use thereinin the preparation thereof; and provided, howeverfurther, that the Purchaser shall not be liable for to any person who participates as an underwriter in the offering or sale of Purchase Price Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense 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 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 written confirmation of the sale of Purchase Price Shares to such person if such statement or omission was corrected in such final prospectus so long as such final prospectus, and any amendments or supplements thereto, have been furnished to such underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Deutsche Bank or any such underwriter, director, officer, partner, agent or Affiliate and shall survive the transfer of such securities by Deutsche Bank. The Purchaser shall be entitled to receive indemnification and contribution from or on behalf of underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing a correction before the occurrence of the transaction from which by such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Persons for inclusion in any prospectus or 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 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 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 and not jointly agrees to 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 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 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 In the event of any registration of any securities of the Purchaser will severally under the Securities Act in which the Stockholder is a selling shareholder, the Purchaser shall, and not jointly hereby does, indemnify and hold harmless harmless, in the Companycase of any registration statement filed pursuant to this Section 9, the Stockholder's directors, officers, partners, employees, agents and affiliates and, to the extent required by any underwriting agreement entered into by the Purchaser, each of its directors, each of its officers other person who signed participates as an underwriter in the Registration Statement registration statement and each person, if any, other person who controls the Company Stockholder or any such underwriter within the meaning of the Securities Act, against any insofar as losses, claims, 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 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 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 StatementSecurities Act, 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 light of the circumstances in which they were made not misleading, and the Purchaser shall reimburse the Stockholder and each such director, officer, partner, employee, agent or affiliate and, to the extent required by an underwriting agreement entered into by the Purchaser, any underwriter and controlling person for any legal or any other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, liability, action or proceeding described in this clause (a); PROVIDED, HOWEVER, that the Purchaser 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 Registration Statementsuch registration statement, the Prospectusany such preliminary prospectus, or any summary prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company Purchaser by or on behalf of such Purchaser expressly the Stockholder specifically stating that it is for use therein; providedin the preparation of such registration statement, howeverpreliminary prospectus, that final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Purchaser shall not be liable for Stockholder or any such untrue director, officer, agent 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 affiliate or controlling person for any legal 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 actionStockholder.

Indemnification by the Purchaser. Each Subject to Section 9.9, the Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of the Seller and its Affiliates and any or all of their respective partners, directors, officers, managers, members, employees, agents and controlling Persons (each, a “Seller Indemnified Party”) harmless from and against, and will pay to each Seller Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Seller Indemnified Party, whether or not involving a Third Party Claim, arising out of its officers who signed (a) any breach of or default under any covenant or agreement of the Registration Statement and each personPurchaser in any Transaction Document to which the Purchaser is party if the Purchaser was not an Affiliate of the Seller at such time (or, if any, who controls the Company within the meaning Purchaser was an Affiliate of the Securities ActSeller at such time, against if the Purchaser was acting at the request, instruction or direction of the Subsequent Purchaser in connection with such breach or default) or (b) any lossesfees, claimsexpenses, damagescosts, liabilities or expenses other amounts, including brokerage or finder’s fees or commissions, incurred or owed by the Purchaser to which any brokers, financial advisors or comparable other Persons retained or employed by it or for its benefit in connection with the Company, each transactions contemplated by this PSA if the Purchaser was not an Affiliate 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 Seller at common law or otherwise such time (including in settlement of any litigationor, 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 was an Affiliate of the Shares Seller at such time, if the Purchaser was acting at the request, instruction or (ii) direction of the inaccuracy of any representation made by such Subsequent Purchaser in this Agreement connection with retaining 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 engaging 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 thereinPersons); provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (i) to the extent resulting from the bad faith, gross negligence or willful misconduct of any Seller Indemnified Party, (ii) for any matter in respect of which any Purchaser shall not Indemnified Party would be entitled to indemnification under Section 7.1 or (iii) to the extent resulting from acts or omissions of the Purchaser based upon the written instructions from any Seller Indemnified Party (unless the Purchaser is otherwise liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered Losses pursuant to the Company terms of this PSA). [*] = Certain confidential information contained in writing a correction before this document, marked by brackets, has been omitted and filed separately with the occurrence Securities and Exchange Commission pursuant to Rule 24b-2 of the transaction from which such loss was incurredSecurities Exchange Act of 1934, 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 actionas amended.

Indemnification by the Purchaser. Each The Purchaser will severally and not jointly indemnify agrees to promptly indemnify, defend and hold harmless the CompanyCompany and Parent and their respective agents, each of its representatives, employees, officers, directors, each of its officers who signed the Registration Statement shareholders, controlling persons and each personaffiliates harmless from and against: (a) any and all loss, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities liability or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement damage suffered 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 incurred by it arising out of or are based upon resulting from (i) any failure on untrue representation of, or breach of warranty by the Purchaser in any part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting or the sale Transition Agreement or any exhibit hereto, notice of which is given to the Shares or Purchaser prior to the relevant Expiration Date; (ii) the inaccuracy any nonfulfillment of any representation made by such covenant, agreement or undertaking of the Purchaser in any part of this Agreement or the Transition Agreement, notice of which is given to the Purchaser prior to the relevant Expiration Date; (iii) any untrue failure to pay and perform Assumed Liabilities; or alleged untrue statement of (iv) any material fact contained in the Registration Statementproceedings, the Prospectusclaims, investigations or actions arising under any amendment or supplement to the Registration Statement or Prospectus, or arise all federal and/or state antitrust laws arising out of or are relating to or based upon the omission entering into 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, performance of this Agreement or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to of the Company by or on behalf of such Purchaser expressly for use thereintransactions contemplated hereby; 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 indemnify the Company in writing a correction before or Parent with respect to any proceedings, claims, investigations or actions arising from or relating to any existing order of or agreement with the occurrence FTC or the Antitrust Division; and (b) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, legal and economic fees and expenses, incident to any of the transaction from which such loss was incurredforegoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, and or in enforcing the Purchaser will reimburse indemnification rights of the Company, each of its directors, each of its officers who signed the Registration Statement Company 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 actionParent pursuant this Section 8.2.

Indemnification by the Purchaser. Each (a) The Purchaser will severally agrees, subject to the other terms and not jointly conditions of this Agreement and on an after Tax basis, to indemnify each Seller Indemnified Party against and hold each Seller Indemnified Party harmless from all Losses arising out of (i) the Companybreach of any representation or warranty contained in Article IV hereof, each (ii) the breach of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning any covenant or agreement of the Securities ActPurchaser herein and (iii) the conduct of the business of SIFS after the Closing Date. Anything in Section 7.01 hereof to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against the Purchaser for breach of any lossesrepresentation, claimswarranty, damagescovenant or agreement contained herein, liabilities unless written notice of such claim or expenses action is received by the Purchaser describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the Companyrepresentation, each warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 7.01 hereof, irrespective of its directors, each of its officers who signed whether 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 subject matter of such Purchaser, which consent claim or action shall have occurred before or after such date. (b) The indemnification obligations of the Purchaser pursuant to Sections 7.02(a)(i) and (iii) hereof shall not be unreasonably withheldeffective until the aggregate dollar amount of all Losses which would otherwise be indemnifiable pursuant to Sections 7.02(a)(i) insofar as and (iii) hereof and to Section 8.02(a)(i) of the Initial Purchase Agreement exceeds the Purchaser's Threshold Amount, in which event such lossesclaims shall be indemnifiable from the first dollar thereof. In addition, no claim may be made against the Purchaser for indemnification pursuant to Sections 7.02(a)(i) and (iii) hereof with respect to any individual item (or aggregation of similar items) of Loss, unless such item (or aggregation of similar items) exceeds $10,000, nor shall any such item (or aggregation of similar items) which does not exceed $10,000 be applied to or considered part of the Purchaser's Threshold Amount. The indemnification obligations of the Purchaser pursuant to Sections 7.02(a)(i) and (iii) hereof shall be effective only until the dollar amount paid in respect of all Losses indemnified against under Sections 7.02(a)(i) and (iii) hereof and to Section 8.02(a)(i) of the Initial Purchase Agreement aggregates to an amount equal to $15,000,000. For the purposes of this Section 7.02(b), in computing such individual or aggregate amounts of claims, damagesthe amount of each claim shall be deemed to be an amount (i) net of any Tax benefit actually realized by the Seller Indemnified Party making such claim on or prior to the date of an indemnification payment under this Section 7.02 and (ii) net of any insurance proceeds and any indemnity, liabilities contribution or expenses other similar payment actually recovered by the Seller Indemnified Party making such claim from any third party with respect thereto (or actions in respect thereof as contemplated belowon an after Tax basis). (c) arise out Payments by the Purchaser to any Seller Indemnified Party pursuant to Section 7.02(a) hereof shall be limited to the amount of or are based upon any Losses that remains after deducting therefrom (i) any failure Tax benefit actually realized by such Seller Indemnified Party on or prior to the part date of such Purchaser to comply with the covenants an indemnification payment under this Section 7.02 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 insurance proceeds and any indemnity, contribution or other similar payment actually recovered by such Seller Indemnified Party from any third party with respect thereto (on an after Tax basis). If a payment is made by the Purchaser to any Seller Indemnified Party in accordance with this Section 7.02, and if a Tax benefit subsequently is actually realized 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, Seller Indemnified Party or any amendment or supplement Affiliate of such Seller Indemnified Party (that was not previously taken into account to reduce an amount otherwise payable by the Purchaser to such Seller Indemnified Party under this Section 7.02), such Seller Indemnified Party shall promptly pay to the Registration Statement or Prospectus, or arise out Purchaser at the time of or are based upon such realization 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 amount of such Tax benefit to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made amount would have resulted in the Registration Statement, the Prospectus, or any amendment or supplement thereto, a reduction in reliance upon and in conformity with written information furnished to the Company by or on behalf an obligation of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any under Section 7.02 hereof if the Tax benefit had been obtained at the time that 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 obligation 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 actionsatisfied.

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 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 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 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 (or actions in respect thereof) 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 5 or 7.2 7 of this Agreement respecting the sale of the Shares Shares, or (ii) the inaccuracy any misrepresentation or breach of any representation or warranty given or made by such 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 Purchaser expressly for use thereintherein or such untrue statement or alleged untrue statement or omission or alleged omission was delivered to a subsequent purchaser in a Prospectus which was corrected and delivered to the Purchaser before the pertinent sale or sales by the Purchaser; 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 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; 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 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 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 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 (a) The Purchaser will severally and not jointly agrees to indemnify and hold save harmless the Company and each of the respective partners, officers, directors, employees, agents and Affiliates of the Company in their respective capacities as such (the “Company Indemnitees”) from and against any and all Losses relating to or arising out of any inaccuracy in or breach of the representations, warranties, covenants or agreements made by the Purchaser herein. (b) A Company Indemnitee shall give written notice to Purchaser of any claim with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to a claim for indemnification; provided that the failure of any Company Indemnitee to give notice as provided herein shall not relieve Purchaser of its obligations under this Section 8.09 unless and to the extent that Purchaser shall have been materially prejudiced by the failure of such Company Indemnitee to so notify the Purchaser. In case any such action, suit, claim or proceeding is brought against a Company Indemnitee, the Purchaser shall be entitled to participate in the defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Company, each and after notice from the Purchaser of its directors, each of its officers who signed election so to assume 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 Actdefense thereof, the Exchange Act, Purchaser will not be liable to such Company Indemnitee under this Section 8.09 for any legal or any other federal or state statutory law or regulation, or at common law or otherwise (including expense subsequently incurred by such Company Indemnitee in settlement of any litigation, if such settlement is effected connection with the written consent of such Purchaserdefense thereof; provided, which consent shall not be unreasonably withheld) insofar as such losseshowever, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon that (i) any failure on if the part Purchaser shall elect not to assume the defense of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 claim or 7.2 of this Agreement respecting the sale of the Shares action 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 if outside legal counsel to the Company Indemnitee reasonably determines that there may be a conflict between the positions of the Purchaser and of the Company Indemnitee in defending such claim or action, then separate counsel shall be entitled to participate in and conduct the defense, and the Purchaser shall be liable for any legal or other expenses reasonably incurred by the Company Indemnitee in connection with the defense (but only with respect to one such separate counsel). The Purchaser shall not be liable for any settlement of any action, suit, claim or on behalf of such Purchaser expressly for use thereinproceeding effected without its written consent; provided, however, that the Purchaser shall not unreasonably withhold, delay or condition its consent. The Purchaser further agrees that it will not, without the Company Indemnitee’s prior written consent (which consent shall not be liable for unreasonably withheld), settle or compromise any such untrue claim or alleged untrue statement consent to entry of any judgment in respect thereof in any pending or omission threatened action, suit, claim or alleged omission proceeding in respect of which indemnification may be sought hereunder unless such settlement or compromise includes an unconditional release of the Purchaser has delivered Company and each other Company Indemnitee from all liability arising out of such action, suit, claim or proceeding. (c) The indemnification provided for in this Section 8.09 shall be the exclusive post-Closing remedy available to the Company Indemnitees with respect to any inaccuracy in writing a correction before or breach of any representation or warranty made by Purchaser in this Agreement; provided that nothing herein shall prevent the occurrence of Company Indemnitees from pursuing any remedies legally available for fraud or fraudulent misrepresentation. Any payment made pursuant to this Section 8.09 shall be treated as an adjustment to 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 actionpurchase price.

Indemnification by the Purchaser. Each (a) The Purchaser will severally and not jointly hereby agrees to defend, indemnify and hold the Company and its officers, directors, employees and agents (collectively, the “Company Indemnitees”) harmless from and against any damages, liabilities, losses and expenses (including reasonable attorneys’ fees and expenses) which are actually sustained by the CompanyCompany Indemnitees as a result of or based upon a material breach of any representation, warranty or agreement of the Purchaser in this Stock Purchase Agreement, or by reason of any claim, action or proceeding asserted or arising out of a material breach of any such representation, warranty or agreement. (b) The Purchaser will indemnify the Company and 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 Actagainst all claims, against any losses, claimsexpenses, damages, damages and 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 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 Prospectus, Prospectus Supplement or any amendment or supplement to the Registration Statement thereto or Prospectus, or arise out of or are based upon the on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 Prospectus Supplement or any amendment or supplement thereto, 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, provided that in no event shall any indemnity under this Section 8.3 exceed the net proceeds received by the Purchaser shall not be liable for any from the sales of Shares pursuant to 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 actionProspectus.

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 or on behalf of 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 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 agrees to indemnify and hold harmless the CompanySellers, each of its directorsthe Stockholder and Mr. Folz from and against, each of its officers who signed the Registration Statement and each personwixxxxx xxplication, if anyall costs, who controls the Company within the meaning of the Securities Actlosses, against any lossesfees, liabilities, Taxes, charges, claims, expenses and damages, liabilities including 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 directors, each of its officers who signed as and actually incurred or as and actually paid by the Registration Statement or controlling person may become subject, under the Securities ActSellers, the Exchange Act, Stockholder or any other federal or state statutory law or regulation, or at common law or otherwise Mr. Folz (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheldcollectively "SELLEXX' XXXXES") insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon a result of: (i) any failure on the part of such Purchaser to comply with the covenants and agreements misrepresentation contained in Sections 5.2 or 7.2 breach of this Agreement respecting the sale or failure to perform any representation, warranty, covenant or agreement of the Shares or (ii) the inaccuracy of any representation made by such Purchaser contained in this Agreement or in any written agreement, document, instrument, certification, Schedule, Exhibit or writing delivered pursuant hereto, or in connection herewith, including, without limitation, the Plant Lease; (ii) any Assumed Liabilities; (iii) the failure to pay any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement amount payable to the Registration Statement or Prospectus, or arise out of or are Sellers based upon the omission Final Adjusted Working Capital as provided in Section 2(e); (iv) the commencement or alleged omission to state therein threatened commencement by a material fact required to be stated therein third party of any proceeding, suit or necessary to make action against the statements therein Sellers or the Stockholder which is not misleading, in each case to indemnifiable by 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 StatementSellers, the ProspectusStockholder and Mr. Folz, pursuant to Section 0(x) xxove, and which is based upon clause 9(b) above or any amendment or supplement thereto, in reliance upon the operation of the Business and in conformity with written information furnished to the Company Acquired Assets by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for after the Closing Date, which, if determined adversely to them (regardless of the actual determination thereof) would result in a Sellers Loss (any such untrue pending or alleged untrue statement threatened suit or omission action being a "SELLERS' COVERED ACTION" and together with a "PURCHASER'S COVERED ACTION", a "COVERED ACTION"); and/or (v) any and all actions, suits, proceedings, claims or alleged omission of which the Purchaser has delivered demands incident to the Company in writing a correction before the occurrence any 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 actionforegoing indemnifications.

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 (a) The Purchaser will severally and not jointly agrees to indemnify and hold save harmless the Company and each of the respective partners, officers, directors, employees, agents and Affiliates of the Company in their respective capacities as such (the "Company Indemnitees") from and against any and all Losses relating to or arising out of any inaccuracy in or breach of the representations, warranties, covenants or agreements made by the Purchaser herein. (b) A Company Indemnitee shall give written notice to Purchaser of any claim with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to a claim for indemnification; provided that the failure of any Company Indemnitee to give notice as provided herein shall not relieve Purchaser of its obligations under this Section 8.9 unless and to the extent that Purchaser shall have been materially prejudiced by the failure of such Company Indemnitee to so notify the Purchaser. In case any such action, suit, claim or proceeding is brought against a Company Indemnitee, the Purchaser shall be entitled to participate in the defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Company, each and after notice from the Purchaser of its directors, each of its officers who signed election so to assume 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 Actdefense thereof, the Exchange Act, Purchaser will not be liable to such Company Indemnitee under this Section 8.9 for any legal or any other federal or state statutory law or regulation, or at common law or otherwise (including expense subsequently incurred by such Company Indemnitee in settlement of any litigation, if such settlement is effected connection with the written consent of such Purchaserdefense thereof; provided, which consent shall not be unreasonably withheld) insofar as such losseshowever, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon that (i) any failure on if the part Purchaser shall elect not to assume the defense of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 claim or 7.2 of this Agreement respecting the sale of the Shares action 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 if outside legal counsel to the Company Indemnitee reasonably determines that there may be a conflict between the positions of the Purchaser and of the Company Indemnitee in defending such claim or action, then separate counsel shall be entitled to participate in and conduct the defense, and the Purchaser shall be liable for any legal or other expenses reasonably incurred by the Company Indemnitee in connection with the defense (but only with respect to one such 37 42 Investment Agreement separate counsel). The Purchaser shall not be liable for any settlement of any action, suit, claim or on behalf of such Purchaser expressly for use thereinproceeding effected without its written consent; provided, however, that the Purchaser shall not unreasonably withhold, delay or condition its consent. The Purchaser further agrees that it will not, without the Company Indemnitee's prior written consent (which consent shall not be liable for unreasonably withheld), settle or compromise any such untrue claim or alleged untrue statement consent to entry of any judgment in respect thereof in any pending or omission threatened action, suit, claim or alleged omission proceeding in respect of which indemnification may be sought hereunder unless such settlement or compromise includes an unconditional release of the Purchaser has delivered Company and each other Company Indemnitee from all liability arising out of such action, suit, claim or proceeding. (c) The indemnification provided for in this Section 8.9 shall be the exclusive post-Closing remedy available to the Company with respect to any inaccuracy in writing a correction before or breach of any representation or warranty made by Purchaser in this Agreement; provided that nothing herein shall prevent the occurrence of Company from pursuing any remedies legally available for fraud or fraudulent misrepresentation. Any payment made pursuant to this Section 8.9 shall be treated as an adjustment to 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 actionpurchase price.

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 from, and shall pay, all Liabilities of and costs and damages (including any costs of investigation, reasonable attorneys' fees and expenses and other costs of defense) arising out of or related to (i) the Companybreach of any representation, each warranty, covenant or agreement of the Purchaser herein, and (ii) any and all debts, Liabilities, obligations and commitments assumed by FRC pursuant to the 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, 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 for breach of the agreements and covenants which by their terms are to be performed after the Closing Date (including, without limitation, the indemnities contained herein) until the applicable period under the statute of limitations therefor has expired. (b) No claim may be made against the Purchaser for indemnification pursuant to Section 9.02(a)(i) with respect to any item of Liability or damage relating to the breach of a representation or warranty unless the aggregate of all such Liabilities and damages of the Indemnified Parties with respect to Section 9.02(a)(i) shall exceed $500,000 and the Purchaser shall not be required to pay or be liable for the first $500,000 in aggregate amount of such Liabilities and damages. No Indemnified Party shall be indemnified pursuant to Section 9.02(a)(i) with respect to any item of Liability or damage for a breach of a representation or warranty if the aggregate of all such Liabilities and damages of the Indemnified Parties for which the Indemnified Parties have received indemnification pursuant to Section 9.02(a)(i) shall have exceeded $5 million. (c) Payments by the Purchaser pursuant to Section 9.02(a) shall be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party from any third party with respect thereto and shall be determined on an after-tax basis. (d) An Indemnified Party shall give the Purchaser reasonably prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which such Indemnified Party has knowledge concerning any Liability or damage as to which such Indemnified Party may request indemnification hereunder. Failure to give such notice shall not waive any right to indemnification on the part of the Indemnified Party or Parties who fail to give such notice, except only to the extent of any damage or loss actually suffered by the Purchaser by reason of the delay in receiving such notice. The Purchaser shall have the right to direct, through counsel of its directorsown choosing, each of its officers who signed provided such counsel is reasonably satisfactory 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 ActIndemnified Party, the Exchange Act, defense or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigationsuch claim or proceeding at its own expense, provided that the Purchaser vigorously and diligently pursues such defense in good faith and keeps the Indemnified Party and its attorneys reasonably informed as to the progress of the defense and any proposed settlement. If the Purchaser elects to assume the defense of any such claim or proceeding, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party. The Indemnified Party shall provide the Purchaser with access to such Indemnified Party's records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Purchaser in the defense or settlement thereof, and the Purchaser shall reimburse the Indemnified Party for all the reasonable out-of-pocket expenses of such Indemnified Party in connection therewith. If the Purchaser elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, (i) unless the Purchaser consents in writing to such payment which consent shall not be unreasonably withheld, or (ii) unless the Purchaser, subject to the last sentence of this Section 9.02(d), withdraws from the defense of such asserted liability, or (iii) unless a final judgment from which no appeal may be taken by or on behalf of the Purchaser is entered against the Indemnified Party for such liability, or (iv) unless there is a material risk if such settlement asserted liability is effected not paid that an injunction or other equitable relief will be granted which will materially adversely affect the business of the Seller or there is a material risk of the seizure of any material assets of the Seller or a material risk that a lien or liens will be imposed on any such material assets. The Purchaser shall have the right, in its discretion exercised in good faith and with the advice of counsel, to settle any such claim with the prior written consent of such Purchaserthe Indemnified Party, which consent shall not be unreasonably withheld; provided that the Indemnified Party may withhold its consent to any settlement if, in its reasonable judgment, such settlement would materially adversely affect the conduct of the business of the Seller or does not include a general release to all Indemnified Parties. If the Purchaser shall fail to defend, or if, after commencing or undertaking any such defense, the Purchaser fails to diligently prosecute and defend or withdraws from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Purchaser's expense. If the Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 9.02(d) insofar and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnified Party shall give the Purchaser prompt written notice thereof and the Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding subject to the conditions set forth above; PROVIDED, HOWEVER, if the Purchaser does not assume or reassume the defense within ten (10) Business Days or any earlier time that such offer to settle expires and post a letter of credit reasonably satisfactory to the Seller in the amount of the proposed settlement, then the Indemnified Party can settle such claim in good faith without the consent of the Purchaser. (e) Except as such lossesset forth in this Agreement, claimsthe Escrow Agreements, damagesthe Transfer and Assumption Agreement or any other agreement delivered pursuant to the provisions hereof, liabilities the Purchaser is not making any representation, warranty, covenant or expenses (agreement with respect to the matters contained herein or actions in respect thereof as contemplated below) arise out therein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or are based upon (i) agreement contained herein or therein shall give rise to any failure right 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 Indemnified Party, after the sale consummation of the Shares or (ii) transfer of the inaccuracy of any representation made Assumed Business contemplated by such Purchaser in this Agreement, to rescind this Agreement, the Transfer and Assumption 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 actiontransactions contemplated hereby.

Indemnification by the Purchaser. Each (a) Except for Tax matters and indemnities, which shall be governed by Article 7, and subject to Sections 10.3, 10.4, 10.5 and 11.1, the Purchaser will severally and not jointly indemnify shall indemnify, defend and hold harmless the CompanySeller, its Affiliates and their respective employees, officers and directors (collectively, the "Seller Indemnified Parties") -------------------------- against, and reimburse each of its directorsSeller Indemnified Party for, each of its officers who signed the Registration Statement any and each person, if any, who controls the Company within the meaning of the Securities Act, against any all losses, claims, damages, liabilities or expenses to which the Companycosts, each expenses, liabilities, obligations and claims 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 kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys' and consultants' fees and expenses and other legal costs and expenses reasonably incurred in settlement of investigation, remediation, defense or settlement) (collectively, "Losses") that ------ such Seller Indemnified Party may at any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar time suffer or incur as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out a result of or are based upon in connection with: (i) the breach of any failure on representations and warranties 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 of the Shares or Agreement; (ii) the inaccuracy failure by the Purchaser to perform any of any representation made by such Purchaser its covenants or agreements contained in this Agreement or Agreement; (iii) any untrue claim or alleged untrue statement cause of action arising before, on or after the Closing Date against any material fact contained in Seller Indemnified Party with respect to the Registration Statement, the Prospectus, Business or any amendment of the Assets, properties or supplement operations of the Business, except for any claims with respect to which the Seller is obligated to indemnify the Purchaser Indemnified Parties under Section 10.2 hereof; (iv) the Assumed Liabilities; (v) the Assets; and (vi) the conduct of the Business by the Purchaser following the Closing. (b) Notwithstanding any other provision to the Registration Statement or Prospectuscontrary contained herein, 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 required to indemnify, defend or hold harmless any Seller Indemnified Party against or reimburse any Seller Indemnified Party for any such untrue or alleged untrue statement or omission or alleged omission Losses pursuant to subclauses (i) through (vi) of which Section 10.1(a) unless the Seller has notified the Purchaser has delivered to the Company in writing in accordance with Section 10.3(a) of a correction before pending or threatened claim with respect to such matters within 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 applicable survival period set forth in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionSection 11.1.

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 (a) From and after the Closing, the Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each the Class A Holders and NEP and their respective Affiliates, partners, members, stockholders, and Representatives, and any Affiliate, member, partner, stockholder, or Representative of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning any of the Securities Actforegoing (collectively, against any “NEP Related Parties”) from costs, losses, claimsliabilities, damages, liabilities or expenses of any kind or nature whatsoever, and to which the Company, hold each of its directorsthem harmless against any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, to pay or reimburse each of its officers who signed the Registration Statement or controlling person may become subjectthem for all costs, 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, claimsliabilities, 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 kind or nature whatsoever (iii) any untrue or alleged untrue statement including the reasonable fees and disbursements 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 counsel 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 all other expense reasonably reasonable expenses 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 preparing to defend any such lossmatter that may be incurred by them or asserted against or involve any of them), claimwhether or not involving a Third-Party Claim, damageas a result of, liabilityarising out of, expense or actionin any way related to (i) the failure of any of the representations or warranties made by the Purchaser contained herein to be true and correct in all material respects as of the date made (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct) or (ii) the breach of any of the covenants of the Purchaser contained herein; provided that, in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; and provided, further, that, for purposes of determining when an indemnification claim has been made, the date upon which a NEP Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Purchaser shall constitute the date upon which such claim has been made; and provided, further, that the liability of the Purchaser shall not be greater in amount than the Consideration. No NEP Related Party shall be entitled to recover consequential, special, indirect, exemplary, lost profits, speculative, or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any NEP Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are in the form of diminution in value of the Purchased Units (it being understood and agreed that any change in the market price of the Issued NEP Common Units shall not in and of itself constitute diminution in value damages) or are payable to a third party in connection with any Third-Party Claims. (b) The Purchaser agrees that it will indemnify and hold harmless each of the Company and NEP from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Purchaser or alleged to have been incurred by the Purchaser in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Indemnification by the Purchaser. Each (a) The Purchaser will severally and not jointly agrees to indemnify and hold harmless the Company, each of its directorsAffiliates, each of its officers who signed the Registration Statement and each personPerson, if any, who controls the Company Company, or any of its Affiliates, within the meaning of the Securities ActAct or the Exchange Act (each for purposes of this Section 11.4 a "Controlling Person"), and the respective partners, agents, employees, officers and directors of the Company, their Affiliates and any such Controlling Person (each for purposes of this Section 11.4 an "Indemnified Party" and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, and as incurred, reasonable costs of investigating, preparing or expenses to which defending any such claim or action, whether or not such Indemnified Party is a party thereto, provided that 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 Purchaser shall not be unreasonably withheldobligated to advance such costs to any Indemnified Party other than the Companies unless it has received from such Indemnified Party an undertaking to repay to the Purchaser the costs so advanced if it should be determined by final judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) insofar as which may be incurred by such Indemnified Party in connection with any breach of the representations and warranties of the Purchaser contained in this Agreement; provided that the Purchaser will not be responsible for any claims, liabilities losses, claims, damages, liabilities damages or expenses that are determined by final judgment of a court of competent jurisdiction to result from such Indemnified Party's gross negligence, willful misconduct or bad faith. (b) If any action shall be brought against an Indemnified Party with respect to which indemnity may be sought against the Purchaser under this Agreement, such Indemnified Party shall promptly notify the Purchaser in writing and the Purchaser, at its option, may, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expenses. The failure to so notify the Purchaser shall not affect any obligations the Purchaser may have to such Indemnified Party under this Agreement or actions otherwise unless the Purchaser is materially adversely affected by such failure. Such Indemnified Party shall have the right to employ separate counsel in respect thereof as contemplated below) arise out such action and participate in the defense thereof, but the fees and expenses of or are based upon such counsel shall be at the expense of such Indemnified Party, unless: (i) any failure on the part of such Purchaser has failed to comply with assume the covenants defense and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares employ counsel or (ii) the inaccuracy of named parties to any representation made such action (including any impleaded parties) include such Indemnified Party and the Purchaser, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Purchaser, in which case, if such Indemnified Party notifies the Purchaser in this Agreement or (iii) any untrue or alleged untrue statement writing that it elects to employ separate counsel at the expense of any material fact contained in the Registration StatementPurchaser, the Prospectus, Purchaser shall not have the right to assume the defense of such action 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 proceeding on behalf of such Purchaser expressly for use therein; Indemnified Party, provided, however, that the Purchaser shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel, which counsel shall be designated by the Companies. The Purchaser shall not be liable for any settlement of any such action effected without the written consent of the Purchaser (which shall not be unreasonably withheld) and the Purchaser agrees to indemnify and hold harmless each Indemnified Party from and against any loss or liability by reason of settlement of any action effected with the consent of the Purchaser. In addition, the Purchaser will not, without the prior written consent of the Companies, settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes an express unconditional release of the Companies and the other Indemnified Parties, satisfactory in form and substance to the Companies, from all liability arising out of such action, claim, suit or proceeding. (c) If for any reason the foregoing indemnity is unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then in lieu of indemnifying such Indemnified Party, the Purchaser shall contribute to the amount paid or payable by such Indemnified Party as a result of such claims, liabilities, losses, damages, or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Purchaser on the one hand and by the Companies on the other from the transactions contemplated by this Agreement or (ii) if the allocation provided by clause (i) is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Purchaser on the one hand and the Companies on the other, but also the relative fault of the Purchaser and the Companies as well as any other relevant equitable considerations. Notwithstanding the provisions of this Section 11.4, the aggregate contribution of all Indemnified Parties shall not exceed the amount of interest and fees actually received by the Companies pursuant to this Agreement. It is hereby further agreed that the relative benefits to the Purchaser on the one hand and the Companies on the other with respect to the transactions contemplated hereby shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of material fact or the omission or alleged omission of which to state a material fact related to information supplied by the Purchaser has delivered or by the Companies and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No Person guilty of fraudulent misrepresentation (within the Company in writing a correction before the occurrence meaning of Section 11(f) of the transaction Securities Act) shall be entitled to contribution from which any Person who was not guilty of such loss was incurredfraudulent misrepresentation (d) The indemnification, contribution and expense reimbursement obligations set forth in this Section 11.4 (i) shall be in addition to any liability the Purchaser may have to any Indemnified Party at common law or otherwise, (ii) shall survive the termination of this Agreement and the Purchaser will reimburse other Transaction Agreements and the Company, each payment in full of its directors, each the Convertible Instruments and (iii) shall remain operative and in full force and effect regardless of its officers who signed any investigation made by or on behalf of the Registration Statement Companies 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 Party.

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 Following the Closing, the Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of the Seller, its Affiliates and their respective directors, each of its officers who signed the Registration Statement officers, 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 or controlling person may become subject, under the Securities Actagents (collectively, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including “Seller Indemnified Parties”) from and against and in settlement respect of any litigationand all Damages suffered or incurred by any of them resulting from, if such settlement is effected with the written consent of such Purchaserarising out of, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities based on or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon relating to (i) any breach of any representation or warranty made by the Purchaser in this Agreement that, as of the Closing, has not been cured by the Purchaser or waived by the Seller in accordance with Section 8.01; (ii) any failure to perform any covenant, agreement or undertaking on the part of such the Purchaser to comply with the covenants and agreements contained in Sections 5.2 this Agreement; (iii) the Assumed Liabilities; or 7.2 (iv) subject in all respects to the terms and conditions set forth in the Amended and Restated Program Agreement and the other Amendment Agreements (including the obligations (including any standard of care) of the Purchaser and its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand, and the remedies for breach by a party thereto of its obligations thereunder), Third Party Actions arising out of the ownership, servicing and administration by the Purchaser of the Purchased Assets or the Acquired ABS Assets after the Closing. For purposes of this Agreement respecting the sale Section 5.04(e), a breach of the Shares a representation or (ii) the inaccuracy of any representation made by such Purchaser warranty contained in this Agreement or (iii) any untrue certificate delivered by the Purchaser pursuant to the terms of this Agreement shall be deemed to exist either if such representation or alleged untrue statement warranty is actually inaccurate or breached or if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification as to materiality, material adverse effect or knowledge, it being the intention of the parties hereto that the Seller Indemnified Parties shall be indemnified and held harmless from and against any and all Damages suffered or incurred by any of them or resulting from, arising out of, based on or relating to the failure of any material fact contained in the Registration Statementsuch representation or warranty, 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 misleadingtrue, correct and complete in any respect, determined in each case without regard to the extentany qualification as to materiality, but only to the extent, that such untrue statement material adverse effect or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement knowledge set forth with respect 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 Upon the terms and subject to the conditions set forth in Sections 7.4 and 7.5 hereof and this Section 7.3 and in addition that indemnification contained in Section 5.5, the Purchaser will severally and not PetQuarters, jointly indemnify and severally, agree to indemnify, defend, protect, save and hold harmless each Shareholder against, and will reimburse each Shareholder on demand for, any and all Losses made or incurred by or asserted against any Shareholder, at any time after the CompanyClosing Date, each of its directorsdirectly or indirectly, each of its officers who signed the Registration Statement and each personarising out of, if anyrelated to, who controls the Company within the meaning caused by, or resulting from any of the Securities Actfollowing ("Purchaser Indemnifiable Claims"). (a) Any inaccuracy or misrepresentation in, 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 Actomission from, or any other federal breach or state statutory law or regulation, or at common law or otherwise (including in settlement nonfulfillment of any litigationrepresentation, if such settlement is effected with the written consent of such Purchaserwarranty, which consent shall not be unreasonably withheld) insofar as such lossesterm, claimsprovision, damages, liabilities covenant or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure agreement on the part of such the Purchaser to comply with the covenants and agreements and/or PetQuarters 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 in any certificate or other instrument furnished or to be furnished by the Purchaser and/or PetQuarters to any Shareholder pursuant hereto; and (iiib) Any and all Liabilities, including, but not limited to, any untrue lawsuit (at law or alleged untrue statement in equity), administrative or other proceeding initiated by any person or Entity against any Shareholder to enforce the payment or performance of any material fact contained in the Registration Statementsuch Liabilities, the Prospectus, or any amendment or supplement to the Registration Statement extent not specifically subject to an indemnity by the Shareholders under the terms of this Agreement; and (c) The obligations of PetQuarters and/or the Purchaser arising at any time (the "Determination Time") from the business operations of PetQuarters and/or the Purchaser or Prospectusresulting from ownership of the Shares, whether known or arise out unknown, contingent or absolute, recorded on its/their books or not, and arising or resulting in any way from facts, events, agreements, obligations or occurrences that existed or transpired at a prior time or resulted from the passage 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 time to the extentDetermination Time, including, but only not limited to, any lawsuit (at law or in equity), administrative or other proceeding initiated by any person or Entity against any Shareholder to enforce the payment or performance of any such obligation, 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 extent not specifically subject 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 an indemnity by the Company, each Shareholders under the terms 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 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 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 and Warrant 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 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 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 The Purchaser will severally and not jointly shall indemnify and hold harmless the Company, each of its officers, directors, partners, members, 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 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) and the officers, or directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any other federal or state statutory law or regulationand all Losses, or at common law or otherwise (including in settlement of any litigationas incurred, 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 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 Prospectus, Statement or any form of Company prospectus or in any amendment or supplement to the Registration Statement thereto or Prospectusin any Company preliminary prospectus, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any 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 (A) such untrue statement statements, alleged untrue statements, omissions or alleged untrue statement omissions are based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser for use therein, or omission to the extent that such information relates to the Purchaser or alleged omission the Purchaser's proposed method of distribution of Registrable Securities and was made reviewed and approved by the Purchaser or its counsel expressly for use in the Registration Statement, or (B) with respect to any prospectus, if 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 of material fact contained in such prospectus was corrected on a timely basis in the prospectus, as then amended or alleged omission of which the supplemented, if such corrected prospectus was timely made available by Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurredCompany, and the Purchaser will reimburse Company seeking indemnity hereunder was advised in writing not to use the Companyincorrect prospectus prior to the use giving rise to Losses. Notwithstanding anything contained herein to the contrary, each no Indemnifying Party (as hereinafter defined) shall be obligated to indemnify an Indemnified Party (as hereinafter defined) hereunder for that portion of its directors, each any Losses that have been the result of its officers who signed the Registration Statement gross negligence or controlling person for any legal and other expense reasonably incurred willful misconduct of such Indemnified Party or the breach of a Transaction Document 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 actionan Indemnified Party.