Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless each Holder, its respective officers and directors, and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each HolderHolder in any offering or sale of Registrable Securities pursuant to this Agreement, its respective officers each Person, if any, who participates as an underwriter in any such offering and directorssale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any their respective directors, trustees, officers, partners, agents, representatives or advisers thereof employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses expenses, as incurred, and reasonable costs of investigationany amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or preliminary Prospectusin, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein of a material fact required to be stated therein in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or a preliminary Prospectus, “issuer information,” in the light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same such statements or omissions arise out of or are based upon, upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with written information with respect to the Holders such Holder furnished in writing to the Company by the Holders such Holder or their its counsel expressly for use therein. In connection with an Underwritten Offering, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company shall indemnify to keep effective the underwriters thereofRegistration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, their officersFree Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, directors and agents and each Person who controls except such underwriters (within the meaning of Section 15 of the Securities Act Prospectus, Free Writing Prospectus or Section 20 of the Exchange Act) to the same extent “issuer information” as provided above with respect to the indemnification of the Holdersso amended or supplemented.

Indemnification; Contribution. (aA) The In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Participating Broker-Dealer, the Company shall agrees to indemnify and hold harmless the Initial Purchasers, each Holder, its respective officers and directorseach Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls such Holder any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act and (collectively, the "Section 4 Persons"), against any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and or expenses (including the reasonable attorneys’ cost of investigating and defending against any claims therefore and counsel fees and incurred in connection therewith as such expenses and reasonable costs of investigationare incurred), joint or several, which may be based upon either the 1933 Act, or the 1934 Act, or any other statute or at common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto) incurred by such party pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any actual Prospectus included therein (or threatened action, suit, proceeding any amendment or investigation arising out of supplement thereto) included or based upon (i) any untrue or alleged allegedly included an untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission omitted to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, unless such statement or (iii) omission was made in reliance upon, and in conformity with, written information furnished to the Company by any violation such Section 4 Person specifically for use in the preparation thereof; provided that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or alleged violation by other first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any United States federalsuch claim shall not relieve it from any liability which it may have to such Section 4 Person otherwise than on account of the indemnity agreement contained in this paragraph; and provided, state or common law rule or regulation applicable to further, that the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information foregoing indemnity with respect to the Holders furnished in writing any Prospectus, including any preliminary prospectus or preliminary prospectus supplement, shall not inure to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each benefit of any Section 4 Person who controls such underwriters (within the meaning of Section 15 if a copy of the Securities Act or Section 20 of the Exchange Act) to the same extent Prospectus (as provided above with respect to the indemnification of the Holders.amended or

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each HolderHolder of Registrable Securities, its respective officers and the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person, if any, Person who controls any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and against any agentsand all losses, representatives claims, damages, liabilities, expenses and actions to which they or advisers thereof against all any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationor actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any Prospectus amendment thereof or preliminary Prospectussupplement thereto, or any amendment arise out of or supplement to any of are based upon the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a the Disclosure Package, or any preliminary, final or summary Prospectus or a preliminary Prospectus, Free Writing Prospectus included in any such Registration Statement (in light of the circumstances then existingunder which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or (iii) any violation or alleged violation other expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating or defending any such registration except loss, claim, damage, liability, expense or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in each any case insofar as to the same arise extent that any such loss, claim, damage, liability or expense arises (i) out of or are is based upon, upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly on behalf of any such Holder specifically for use thereininclusion therein including, without limitation, any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 1(f)(ii) hereof. In connection with an Underwritten Offering, This indemnity clause will be in addition to any liability which the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersmay otherwise have.

Indemnification; Contribution. (a) The In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company shall shall, and it hereby agrees to, indemnify and hold harmless harmless, or cause to be indemnified and held harmless, each Holder, Amneal Group Member and its respective officers and officers, directors, employees and each Personcontrolling Persons, if any, who controls such Holder within the meaning of either Section 15 in any offering or sale of the Securities Act or Section 20 of the Exchange Act and Registrable Shares, against any agents, representatives or advisers thereof against all losses, claims, damages, damages or liabilities in respect thereof and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationcounsel) incurred by (collectively, “Claims”), to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of the Company as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, or any Prospectus preliminary or preliminary Prospectusfinal prospectus contained therein, or any amendment or supplement to thereto, or any document incorporated by reference therein, or arise out of the foregoing, (ii) or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existing) in which they were made, not misleading, or (iii) any violation or alleged violation by and the Company of shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any United States federal, state legal or common law rule or regulation applicable to the Company other out-of-pocket expenses reasonably incurred and relating to action required of or inaction documented by the Company them in connection with investigating or defending any such registration except Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in each any such case insofar as to the same extent that any such Claims arise out of or are based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance on upon and in conformity with written information with respect to the Holders Required Amneal Group Member Information furnished in writing to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Holders or their counsel Amneal Group Member, expressly for use therein. In connection with an Underwritten Offering, that is the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 subject of the Securities Act untrue statement or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersomission.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each HolderHolder of Registrable Securities, its respective officers and the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person, if any, Person who controls any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and against any agents, representatives or advisers thereof against and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses and reasonable costs of investigation(or actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any Prospectus amendment thereof or preliminary Prospectussupplement thereto, or any amendment arise out of or supplement to any of are based upon the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a the Disclosure Package, or any preliminary, final or summary Prospectus or a preliminary ProspectusFree Writing Prospectus included in any such Registration Statement, in light of the circumstances then existingunder which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or (iii) any violation or alleged violation other expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating or defending any such registration except loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in each any case insofar as to the same arise extent that any such loss, claim, damage, liability or expense arises (i) out of or are is based upon, upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly on behalf of any such Holder specifically for use thereininclusion therein including, without limitation, any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 2(e)(ii) hereof. In connection with an Underwritten Offering, This indemnity agreement will be in addition to any liability which the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersmay otherwise have.

Indemnification; Contribution. (a) The To the fullest extent permitted by applicable law, the Company shall shall, and it hereby agrees to, indemnify and hold harmless Sponsor Stockholder, each Holderunderwriter and the equityholders, its respective controlling persons, directors, officers and directors, and employees of each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act foregoing in any offering or sale of the Registrable Securities, including pursuant to Section 6.01, Section 6.02 or Section 20 of the Exchange Act and 6.05, against any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ actual and documented out-of-pocket fees and expenses and reasonable costs of investigationlegal counsel reasonably incurred) incurred by (collectively, “Claims”) to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of the Company as provided herein), or threatened actionactions or proceedings in respect thereof, suitarise out of, proceeding relate to, are in connection with, or investigation arising out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus or preliminary Prospectuscontained therein, or any amendment or supplement to thereto, or any of the foregoingdocument incorporated by reference therein, (ii) or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existing) in which they were made, not misleading, or (iii) any violation or alleged violation by and the Company of shall, and it hereby agrees to, reimburse periodically each such indemnified Person for any United States federal, state actual and documented out-of-pocket legal or common law rule or regulation applicable to the Company other actual and relating to action required of or inaction documented out-of-pocket expenses reasonably incurred by the Company it in connection with investigating or defending any such registration except Claims; provided, however, that the Company shall not be liable to any such Person in each any such case insofar as to the same extent that any such Claims arise out of of, relate to, are in connection with, or are based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus, or amendment or supplement thereto, in reliance on and in conformity with upon written information with respect to the Holders furnished in writing to the Company (x) by the Holders Sponsor Stockholder or their counsel any Representative of Sponsor Stockholder, expressly for use therein. In connection with an Underwritten Offering, it being understood and agreed that the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls only such underwriters (within the meaning information furnished by Sponsor Stockholder or any Representative of Section 15 Sponsor Stockholder consists of the Securities Act information described as such in Section 6.13(b) or Section 20 (y) by or on behalf of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersany underwriter expressly for use therein.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless indemnify, to the fullest extent permitted by applicable Law, each Holderholder of Registrable Securities, its respective officers officers, directors, partners, employees and directorsagents, if any, and each Person, if any, who controls such Holder holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agentsAct, representatives or advisers thereof against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expenses and reasonable costs under the Securities Act or common law or otherwise), joint or several, resulting from any violation by Company of investigation) incurred by such party pursuant to any actual the provisions of the Securities Act or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus registration statement or preliminary Prospectus, prospectus (and as amended or supplemented if amended or supplemented) or any amendment preliminary prospectus or supplement to any of the foregoing, (ii) caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectusany prospectus, in light of the circumstances then existingunder which they were made) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable except to the Company and relating to action required of extent that such losses, claims, damages, liabilities (or inaction proceedings in respect thereof) or expenses are caused by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or alleged untrue statement contained in, or by any omission made in reliance on and in conformity with written or alleged omission from, information with respect to the Holders concerning any holder of Registrable Securities furnished in writing to the Company by the Holders or their counsel such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, Company agrees to enter into an Underwritten Offeringunderwriting agreement in customary form with the applicable underwriters, the and Company shall agrees to indemnify the underwriters thereofsuch underwriters, their officers, directors directors, employees and agents agents, if any, and each Person Person, if any, who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided above with respect to the indemnification of the Holdersholders of Registrable Securities; provided that Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each Holder, its respective officers and directors, Underwriter and each Person, if any, person who controls such Holder any Underwriter within the meaning of either Section 15 meanings of the Securities 1933 Act or Section 20 of the Exchange Act against any and any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationor actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any Registration Statementamendment thereof, or in any Prospectus preliminary prospectus or preliminary the Prospectus, or in any amendment thereof or supplement to any thereto, or arise out of or are based upon the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or (iii) any violation or alleged violation other expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating or defending any such registration except loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in each any such case insofar as to the same arise extent that any such loss, claim, damage or liability arises out of or are is based upon, upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly on behalf of any Underwriter through you specifically for use therein. In in connection with an Underwritten Offering, the Company shall indemnify the underwriters preparation thereof, their officers, directors and agents and each Person who controls (ii) such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above indemnity with respect to any preliminary prospectus shall not inure to the indemnification benefit of any Underwriter (or any person controlling such Underwriter) from whom the person assessing any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the HoldersProspectus (or the Prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the 1933 Act and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall agrees, to the extent permitted by law, to indemnify and hold harmless each Holder, its respective officers and directors, Holder and each Person, if any, who controls such any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or otherwise ("Indemnified Holder"), and to reimburse the Holders and such controlling Person or Persons, if any, for any agentslegal or other expenses incurred by them in connection with defending any action, representatives suit or advisers thereof against all proceeding (including governmental investigations) as provided in Section 4(c) hereof, insofar as such losses, claims, damages, liabilities and expenses or actions, suits or proceedings (including reasonable attorneys’ fees and expenses and reasonable costs of investigationgovernmental investigations) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement, or, if any Prospectus Shelf Registration Statement shall be amended or preliminary Prospectussupplemented, in the Shelf Registration Statement as so amended or supplemented, or any amendment arise out of or supplement to any of the foregoing, (ii) are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same such losses, claims, damages, liabilities or actions arise out of or are based upon, upon any such untrue statement or alleged untrue statement or omission or alleged omission which was made in the Shelf Registration Statement or in the Shelf Registration Statement as so amended or supplemented, in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel any Holder expressly for use therein. In connection with an Underwritten OfferingThe Company's indemnity agreement contained in this Section 4(a), and the covenants, representations and warranties of the Company contained in this Agreement, shall indemnify remain in full force and effect regardless of any investigation made by or on behalf of any Person, and the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning indemnity agreement contained in this Section 4 shall survive any termination of Section 15 this Agreement. The liabilities of the Securities Act or Company in this Section 20 4 are in addition to any other liabilities of the Exchange Act) to the same extent as provided above with respect to the indemnification of the HoldersCompany under this Agreement or otherwise.

Indemnification; Contribution. (a) The Company shall shall, and it hereby agrees to, (i) indemnify and hold harmless the Shareholder (but not, for the avoidance of doubt, any Shareholder Designee), the Shareholder Parent and each Holder, its respective officers and directorsunderwriter in any offering or sale of Registrable Shares, and each Personits and their respective Representatives and controlling Persons, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any agents, representatives or advisers thereof against and all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationcounsel) incurred by (collectively, “Claims”) to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus or preliminary Prospectus(including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement to thereto, or any document incorporated by reference therein, or arise out of the foregoing, (ii) or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a any preliminary or final Prospectus or a preliminary Prospectus(including any Free Writing Prospectus incorporated into such Registration Statement, in light of the circumstances then existing) in which they were made), not misleading, ; and (ii) reimburse periodically upon demand such indemnified party for any legal or (iii) any violation or alleged violation other out-of-pocket expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company such indemnified party in connection with investigating or defending any such registration except Claims; provided, however, that the Company shall not be liable to any such indemnified party in each any such case insofar as to the same extent that any such Claims arise out of or are based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders Shareholder or their counsel any Representative of the Shareholder expressly for use therein. In connection with an Underwritten Offering, or if the Shareholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) had previously furnished copies thereof to the same extent as provided above with respect to the indemnification of the HoldersShareholder and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement.

Indemnification; Contribution. (a) The Company shall shall, to the fullest extent permitted by law, indemnify and hold harmless each HolderShareholder and their respective affiliates, its respective directors, officers and directors, and employees (each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of foregoing, together with the Exchange Act and Shareholders, a “Covered Person”) against any agents, representatives or advisers thereof against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state “blue sky” securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any such Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any Prospectus or preliminary Prospectus, successor rule thereto) or any amendment thereof or supplement to thereto or any of the foregoingdocument incorporated by reference therein, (ii) 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 a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any United States federal, other similar federal or state securities laws or common law any rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of or inaction by the Company in connection with any registration of securities, and the Company shall reimburse such registration except Covered Persons for any legal or other expenses reasonably incurred by such Covered Person in each connection with investigating, defending or settling any such loss, claim, action, damage or liability; provided that the Company shall not be so liable in any such case insofar as to the same arise extent that any loss, claim, action, damage, liability or expense arises out of or are is based upon, upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance on upon, and in conformity with with, written information with respect to the Holders prepared and furnished in writing to the Company or prepared on behalf of the Company by the Holders or their counsel such Covered Person expressly for use therein. In connection with an Underwritten Offering, This indemnity shall be in addition to any liability the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersmay otherwise have.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless each Holderthe Foundation, its respective officers and directors, and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act any agent or Section 20 of the Exchange Act and any agents, representatives or advisers investment adviser thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ ' fees and expenses and reasonable costs of investigationexpenses) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders Foundation furnished in writing to the Company by the Holders Foundation or their its counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the HoldersFoundation. Notwithstanding the foregoing provisions of this Section 11(a), the Company shall not be liable to the Foundation, any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under this Section 11 for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that arises out of an untrue statement or alleged untrue statement or omission or alleged omission in the preliminary Prospectus if the Foundation, or other Person on behalf of the Foundation, failed to send or deliver a copy of a final Prospectus to the Person asserting the claim prior to the written confirmation of the sale of the Registrable Securities to such Person and such statement or omission was corrected in such final Prospectus and the Company had previously and timely furnished sufficient copies thereof to the Foundation in accordance with this Agreement.

Indemnification; Contribution. (a) The Company shall shall, and it hereby agrees to, (i) indemnify and hold harmless each HolderStockholder in any offering or sale of Registrable Shares, its respective officers and directorssuch Stockholder’s partners, members, managers and Affiliates (but not, for the avoidance of doubt, any Stockholder Designee in such person’s capacity as a Director of the Company) and each Person, if any, who controls such Holder any of the foregoing Persons within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any agents, representatives or advisers thereof against and all losses, claims, damages, liabilities or liabilities, or any actions or proceedings (whether commenced or threatened) in respect thereof and costs and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationcounsel) incurred by (collectively, “Claims”) to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus or preliminary Prospectus(including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement to thereto, or any document incorporated by reference therein, or arise out of the foregoing, (ii) or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a any preliminary or final Prospectus or a preliminary Prospectus(including any Free Writing Prospectus incorporated into such Registration Statement, in the light of the circumstances then existing) in which they were made), not misleading, ; and (ii) reimburse periodically upon demand each indemnified party for any legal or (iii) any violation or alleged violation other out-of-pocket expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company such indemnified party in connection with investigating or defending (or preparing to defend) any such registration except Claims; provided, however, that the Company shall not be liable to an indemnified party in each any such case insofar as to the same extent, and only to the extent, that any such Claims arise out of or are based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company about a Stockholder by the Holders or their counsel such indemnified party expressly for use therein. In connection with an Underwritten Offering, or if the Stockholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company shall indemnify the underwriters thereof, their officers, directors had previously furnished copies thereof to such Stockholder a reasonable period of time prior to such sale and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act Prospectus corrected such untrue statement or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersalleged untrue statement or omission or alleged omission made in such Registration Statement.

Indemnification; Contribution. (a) The Company shall indemnify agrees to indemnify, defend and hold harmless each Frost Group Shareholder and PPS (each such person being referred to as a “Holder, its respective officers and directors, ” for purposes of this Section 5) and each Person, if any, person who controls such any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, a “Holder Indemnified Party”), from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any registration statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of any Holder to the same extent Company expressly for use therein, provided, however, that the Company shall not be required to provide any indemnify pursuant to this Section 5(a) in any such case insofar as provided above any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with respect written information pertaining to a Holder furnished by or on behalf of such Holder to the indemnification of the HoldersCompany expressly for use in, any registration statement or any prospectus.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each HolderHolder in any offering or sale of Registrable Securities, its respective officers each Person, if any, who participates as an underwriter in any offering and directorssale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any their respective directors, trustees, officers, partners, agents, representatives or advisers thereof employees and affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees ' fees, disbursements and expenses expenses, as incurred, and reasonable costs of investigationany amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld or delayed) (collectively, "Losses") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus, Prospectus or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (B) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation or alleged violation by the Company of any United States federal, other federal or state securities laws or common law rule or regulation regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except registration. Notwithstanding the foregoing provisions of this Section 12(a), the Company shall not be liable to any such Holder or underwriter or to any other indemnified party under the indemnity agreement in each case insofar as the same this Section 12(a) for any Losses that arise out of or are based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission made or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in reliance on and in conformity with written information with respect an amendment or supplement to the Holders Prospectus and (y) having previously been furnished in writing by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning delivery of Section 15 written confirmation of the sale of Registrable Securities Act by such Holder or Section 20 underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Exchange Act) to the same extent as provided above with respect to the indemnification of the HoldersRegistrable Securities by such indemnified party.

Indemnification; Contribution. (a) The Company shall indemnify agrees to indemnify, defend and hold harmless each Initial Purchaser, each Holder, its respective officers and directors, and each person (a "Controlling Person"), if any, who controls such Holder within the meaning of either Section 15 of the Securities Act controls, is controlled by or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or is under common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection control with any such registration except in each case insofar as the same arise out of Initial Purchaser or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective Affiliates (including joint venture counterparts), officers, directors, partners, employees, representatives and agents of any Initial Purchaser, the Holders or any Controlling Person (each, an "Indemnified Party"), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or Issuer Free Writing Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus, Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the same extent Company expressly for use in, any Registration Statement, Prospectus or Issuer Free Writing Prospectus, including, without limitation, information provided to the Company by such Holder in a Notice and Questionnaire; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party; provided further, however, that no Initial Purchaser or Holder shall be entitled to this indemnity to the extent, and only to the extent, such loss, damage, expense, liability, claim or action arises out of a disposition, pursuant to a Registration Statement, of Registrable Securities by such Initial Purchaser or Holder, as the case may be, during a Suspension Period, provided above such Initial Purchaser or Holder, as the case may be, received, prior to such disposition, a Suspension Notice with respect to the indemnification of the Holderssuch Suspension Period.

Indemnification; Contribution. (a) The Company shall Corporation shall, and it hereby agrees to, indemnify and hold harmless each HolderGotham and its Controlled Affiliates, its the Loan Bank and their respective officers and directors, officers, employees and each PersonControlling Persons, if any, who controls such Holder within the meaning of either Section 15 and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Securities Act or Section 20 of the Exchange Act and Registrable Shares, against any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ fees and expenses and reasonable costs ' fees) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of investigation) incurred by such party pursuant to any actual the Corporation as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, or any Prospectus preliminary or preliminary Prospectusfinal prospectus contained therein, or any amendment or supplement to thereto, or any document incorporated by reference therein, or arise out of the foregoing, (ii) or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existing) in which they were made, not misleading, and the Corporation shall, and it hereby agrees to, reimburse periodically Gotham and its Controlled Affiliates, the Loan Bank or (iii) any violation such underwriter for any legal or alleged violation other out-of-pocket expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating or defending any such registration except Claims; PROVIDED, HOWEVER, that the Corporation shall not be liable to any such Person in each any such case insofar as to the same extent that any such Claims arise out of or are based uponupon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Corporation by such Person or any underwriter or representative of such Person expressly for use therein, or by such Person's failure to furnish the Corporation, promptly upon request, with the information with respect to such Person, or any underwriter or representative of such Person, or such Person's intended method of distribution, that is the subject of the untrue statement or omission or if the Corporation shall sustain the burden of proving that such Person or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Corporation had previously furnished copies thereof to Gotham, the Loan Bank or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersregistration statement.

Indemnification; Contribution. (a) The Company shall ITC Investments agrees to indemnify and hold harmless each HolderShareholder holding Registrable Securities, its respective officers and the Affiliates, directors, officers, employees, shareholders, managers and agents of each such Shareholder and each Person, if any, Person who controls any such Holder Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and against any agents, representatives or advisers thereof against and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses and reasonable costs of investigation(or actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement as originally filed or in any Registration Statementamendment thereof, any Prospectus or preliminary Prospectusthe Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, or in any amendment thereof or supplement to any thereto, or arise out of or are based upon the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus or a preliminary Prospectusincluded in any such registration statement, in light of the circumstances then existingunder which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or (iii) any violation or alleged violation other expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating or defending any such registration except loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, that ITC Investments will not be liable in each any case insofar as to the same arise extent that any such loss, claim, damage, liability or expense arises (i) out of or are is based upon, upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect furnished to the Holders furnished ITC Investments by or on behalf of any such Shareholder specifically for inclusion therein including any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 3.3(c). This indemnity agreement will be in writing addition to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersany liability which ITC Investments may otherwise have.

Indemnification; Contribution. (a) The Company shall shall, and it hereby agrees to, indemnify and hold harmless each Holderthe Stockholder, its respective officers the Stockholder’s Subsidiaries and directors, and each Persontheir controlling Persons, if any, who controls such Holder within the meaning of either Section 15 in any offering or sale of the Securities Act Registrable Securities, including pursuant to Section 5.1, Section 5.2 or Section 20 of the Exchange Act and 5.4, against any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ actual out-of-pocket fees and expenses and reasonable costs of investigationcounsel) incurred by (collectively, “Claims”) to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of the Company as provided herein), or threatened actionactions or proceedings in respect thereof, suitarise out of, proceeding relate to, are in connection with, or investigation arising out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, or any Prospectus preliminary or preliminary Prospectusfinal prospectus contained therein, or any amendment or supplement to thereto, or any of the foregoingdocument incorporated by reference therein, (ii) or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existing) in which they were made, not misleading, or (iii) any violation or alleged violation by and the Company of shall, and it hereby agrees to, reimburse periodically the Stockholder and its Subsidiaries for any United States federal, state actual and documented out-of-pocket legal or common law rule or regulation applicable to the Company other actual and relating to action required of or inaction documented out-of-pocket expenses reasonably incurred by the Company them in connection with investigating or defending any such registration except Claims; provided, however, that the Company shall not be liable to any such Person in each any such case insofar as to the same extent that any such Claims arise out of of, relate to, are in connection with, or are based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance on and in conformity upon information furnished to the Company by the Stockholder, any of its Subsidiaries, any underwriter or any Representative of the Stockholder, expressly for use therein, or by the Stockholder’s failure to furnish the Company, upon request, with written the information with respect to the Holders furnished in writing to the Company by the Holders Stockholder or their counsel expressly for use therein. In connection with an Underwritten Offeringits Subsidiaries, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 or any underwriter or Representative of the Securities Act Stockholder, or Section 20 the Stockholder’s or its Subsidiary’s intended method of distribution, that is the subject of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersuntrue statement or omission.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless indemnify, to the fullest extent permitted by law, each Holderholder of Registrable Securities, its respective officers officers, directors, partners, employees and directorsagents, if any, and each Person, if any, who controls such Holder holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agentsAct, representatives or advisers thereof against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expenses and reasonable costs under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of investigation) incurred by such party pursuant to any actual the provisions of the Securities Act or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus registration statement or preliminary Prospectus, prospectus (and as amended or supplemented if amended or supplemented) or any amendment preliminary prospectus or supplement to any of the foregoing, (ii) caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectusany prospectus, in light of the circumstances then existingunder which they were made) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable except to the Company and relating to action required of extent that such losses, claims, damages, liabilities (or inaction proceedings in respect thereof) or expenses are caused by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or alleged untrue statement contained in or by any omission made in reliance on and in conformity with written or alleged omission from information with respect to the Holders concerning any holder furnished in writing to the Company by the Holders or their counsel such holder expressly for use therein. In connection with If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Underwritten OfferingAffiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, the Company shall agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify the underwriters thereofsuch underwriters, their officers, directors directors, employees and agents agents, if any, and each Person Person, if any, who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided above with respect to the indemnification of the Holdersholders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each HolderStockholder in any offering or sale of Registrable Common Shares pursuant to this Agreement, its respective officers each Person, if any, who participates as an underwriter in any such offering and directorssale of Registrable Common Shares, and each Person, if any, who controls such Holder Stockholder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any their respective directors, trustees, officers, partners, agents, representatives or advisers thereof employees and affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses expenses, as incurred, and reasonable costs of investigationany amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus, Prospectus or any amendment or supplement to any of the foregoing, (ii) any omission Issuer Free Writing Prospectus or alleged omission to state therein a material fact any “issuer information” filed or required to be stated therein filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus or Prospectus, a preliminary Prospectus, an Issuer Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Stockholder furnished in writing to the Company by such Stockholder or its counsel expressly for use therein, (B) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the Company has advised the Stockholders that the filing of an amendment or supplement thereto is required, except such Prospectus, Issuer Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation or alleged violation by the Company of any United States federal, other federal or state securities laws or common law rule or regulation regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except registration. Notwithstanding the foregoing provisions of this Section 8(a), the Company shall not be liable to any such Stockholder or underwriter or to any other indemnified party under the indemnity agreement in each case insofar as the same this Section 8(a) for any Losses that arise out of or are based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Stockholder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission made or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in reliance on and in conformity with written information with respect an amendment or supplement to the Holders Prospectus and (B) having previously been furnished in writing by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Stockholder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning delivery of Section 15 written confirmation of the Securities Act sale of Registrable Common Shares by such Stockholder or Section 20 underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Exchange Act) to the same extent as provided above with respect to the indemnification of the HoldersRegistrable Common Shares by such indemnified party.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to Section 6.01 or Section 6.02 hereof, the Company shall agrees to indemnify and hold harmless harmless, to the fullest extent permitted by Law, each HolderParticipating Stockholder, its respective their Affiliates, directors, officers and directors, stockholders and each Person, if any, Person who controls each such Holder Participating Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”) against any and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses expenses, joint or several (including reasonable attorneys’ fees and expenses and reasonable costs of investigationfees) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any part of any Registration Statement, any Prospectus preliminary or preliminary Prospectusfinal prospectus used in connection with the Registrable Securities or any Issuer FWP, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectusprospectus, in the light of the circumstances then existingunder which they were made) not misleading, or (iii) any violation or alleged violation by ; provided that the Company of will not be required to indemnify any United States federalIndemnified Persons for any losses, state claims, damages, liabilities or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, expenses resulting from any such untrue statement or omission if such untrue statement or omission was made in reliance on and in conformity with written any information with respect to the Holders any Indemnified Person furnished in writing to the Company in writing by the Holders or their counsel a Participating Stockholder expressly for use therein. In connection with an Underwritten Offeringunderwritten offering, the Company shall will indemnify each Underwriter, the underwriters thereofofficers and directors of such Underwriter, their officers, directors and agents and each Person who controls such underwriters Underwriter (within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the HoldersParticipating Stockholders; provided that such Underwriter agrees to indemnify the Company to the same extent as provided below with respect to the indemnification of the Company by the Participating Stockholders.

Indemnification; Contribution. (a) The Company Secured Parties shall jointly and severally indemnify and hold harmless each Holderthe Administrative Agent, its respective officers and directors, officers, shareholders, members, partners, employees and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act agents (and any agentsother persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) (individually, representatives or advisers thereof an “Indemnified Party”; collectively, “Indemnified Parties”), from and against any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses or disbursements (including reasonable attorneys’ fees and expenses and reasonable costs legal fees) of investigationany kind or nature whatsoever (“Loss”) which may be imposed on, incurred by such party pursuant or asserted against the Indemnified Party in performing the Administrative Agent’s duties hereunder or under the Agreement or any other Transaction Document or in any way relating to any actual or threatened action, suit, proceeding or investigation arising out of the Agreement or based upon any other Transaction Document. The Secured Parties shall reimburse the Administrative Agent for any Loss as incurred but in any event within ten (i10) business days of the delivery by the Administrative Agent to the Secured Parties of a written notice setting forth the nature and amount of any untrue such Loss. If the indemnification under this Section 6 is unavailable to an Indemnified Party or alleged untrue statement insufficient to hold an Indemnified Party harmless for any Loss, then each Secured Party shall contribute to the amount paid or payable by such Indemnified Party in proportion to the Secured Parties’ initially purchased respective stated value of material fact Series B Preferred Stock. The indemnity and contribution agreements contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement this Section are in addition to any of other liability that the foregoingSecured Parties may have to the Indemnified Parties under the Agreement or otherwise. Prior to taking any action hereunder or under the Agreement as Administrative Agent, (ii) any omission or alleged omission the Administrative Agent may require each Secured Party to state therein a material fact required to be stated therein or deposit with it sufficient sums as it determines in good faith is necessary to make protect the statements therein (in Administrative Agent for costs and expenses associated with taking such action and the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with Administrative Agent may delay taking any such registration except in each case insofar action until such time as the same arise out of or are based upon, it shall have received such sums and shall have no liability hereunder to any party for any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersdelay.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each HolderPerson, its respective officers if any, who participates as an underwriter in any such offering and directorssale of Registrable Securities, and each Person, if any, who controls the Holder or such Holder underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any their respective directors, trustees, officers, partners, agents, representatives or advisers thereof employees and affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses expenses, as incurred, and reasonable costs of investigationany amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus, Prospectus or any amendment or supplement to any of the foregoing, (ii) any omission Free Writing Prospectus or alleged omission to state therein a material fact any “issuer information” filed or required to be stated therein filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus or Prospectus, a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to the Holder furnished in writing to the Company by the Holder or its counsel expressly for use therein, (B) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holder that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation or alleged violation by the Company of any United States federal, other federal or state securities laws or common law rule or regulation regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except registration. Notwithstanding the foregoing provisions of this Section 2.10(a), the Company shall not be liable to the Holder or any underwriter or to any other indemnified party under the indemnity agreement in each case insofar as the same this Section 2.10(a) for any Losses that arise out of or are based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) the Holder or such underwriter failed to send or deliver a copy of the Prospectus prior to the time of the sale of Registrable Securities by the Holder or such underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission made or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in reliance on and in conformity with written information with respect an amendment or supplement to the Holders Prospectus and (B) having previously been furnished in writing by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, the Holder or such underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, prior to the Company time of the sale of Registrable Securities by the Holders Holder or their counsel expressly for use thereinunderwriter to the Person asserting the claim from which such Losses arise. In connection with an Underwritten Offering, Such rights to indemnity and reimbursement of expenses shall survive the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 transfer of the Registrable Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersby such indemnified party.

Indemnification; Contribution. (a) The Company shall shall, and it hereby agrees to, indemnify and hold harmless each Holder, member of the Shareholder Group and its respective officers and directors, officers, employees and each Personcontrolling Persons, if any, who controls such Holder within the meaning of either Section 15 and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Securities Act or Section 20 of the Exchange Act and Registrable Shares, against any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationcounsel) incurred by (collectively, "Claims") to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of the Company as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, or any Prospectus preliminary or preliminary Prospectusfinal prospectus contained therein, or any amendment or supplement to thereto, or any document incorporated by reference therein, or arise out of the foregoing, (ii) or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existing) in which they were made, not misleading, or (iii) any violation or alleged violation by and the Company of shall, and it hereby agrees to, reimburse periodically Parent or any United States federal, state such underwriter for any legal or common law rule or regulation applicable to the Company and relating to action required of or inaction other out-of-pocket expenses reasonably incurred by the Company them in connection with investigating or defending any such registration except Claims; provided, however, that the Company shall not be liable to any such Person in each any such case insofar as to the same extent that any such Claims arise out of or are based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance on upon and in conformity with written information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Holders furnished in writing to Shareholder Group, or any underwriter or representative of the Company by Shareholder Group, or the Holders Shareholder Group's intended method of distribution, that is the subject of the untrue statement or their counsel expressly for use therein. In connection with an Underwritten Offering, omission or if the Company shall indemnify sustain the underwriters thereofburden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, their officersat or prior to the written confirmation of such sale, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 a copy of the Securities Act applicable prospectus (excluding any documents incorporated by reference therein) or Section 20 of the Exchange Act) applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the same extent as provided above with respect to the indemnification of the HoldersShareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification; Contribution. (a) The Company shall indemnify agrees to indemnify, defend and hold harmless each Holder, its respective officers and directors, Holder and each Person, if any, person who controls such any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Holder Indemnified Party”), from and against any loss, damage, expense, liability, judgment or claim (including reasonable legal fees, investigation costs and other expenses) which such Holder Indemnified Party may incur under the Securities Act) , the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, judgment or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability, judgment or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of any Holder to the same extent as provided above with respect to the indemnification of the HoldersCompany expressly for use therein.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each Holder, Holder and its respective officers and directors, officers, employees, members, representatives and agents and each Personperson, if any, who controls such any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Holder Indemnified Party”), from and against any agentsloss, representatives damage, expense, liability or advisers thereof against all losses, claims, damages, liabilities and expenses claim (including the reasonable attorneys’ fees and expenses and reasonable costs cost of investigation) incurred by which such party Holder Indemnified Party may incur under the Securities Act, Exchange Act, or any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to any actual a Registration Statement, or threatened actionotherwise, suitas incurred, proceeding insofar as such loss, damage, expense, liability or investigation arising claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any the Shelf Registration Statement, or in any Prospectus or preliminary Prospectus, or any amendment thereof or supplement to any thereto, or arises out of or is based upon the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a any Prospectus or a in any amendment or supplement thereto or in any preliminary Prospectusprospectus, in the light of the circumstances then existingunder which they were made) not misleading; provided, or however, that: (iiii) any violation or alleged violation by the Company of shall not be liable in any United States federal, state or common law rule or regulation applicable such case to the Company and relating to action required of or inaction by the Company in connection with extent that any such registration except in each case insofar as the same arise loss, damage, expense, liability or claim arises out of or are is based upon, upon any such untrue statement or omission made in reliance on or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with written information required to be used in any Shelf Registration Statement, related prospectus or any amendments or supplements thereto pursuant to the Securities Act furnished in writing by or on behalf of the applicable Holder Indemnified Party to the Company expressly for use in a Shelf Registration Statement or Prospectus or any amendment thereof or supplement thereto; and (ii) with respect to any untrue statement or omission of material fact made in the Holders furnished Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of a Holder Indemnified Party if the untrue statement or omission of material fact was corrected in amendments or supplements to the Prospectus, as then amended or supplemented, if such corrected Prospectus was timely made available by the Company pursuant to Section 3(g) hereof, and the Holder Indemnified Party was promptly advised in writing not to use the incorrect prospectus prior to the Company by the Holders use giving rise to any such loss, damage, expense, liability or their counsel expressly for use thereinclaim and such Holder Indemnified Party, notwithstanding such advice, used it. In connection with an Underwritten Offering, This indemnity agreement will be in addition to any liability that the Company shall indemnify may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Registrable Securities by a Notice Holder who has previously received notice from the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 Company of the Securities Act or Section 20 commencement of the Exchange Act) Suspension Period pursuant to the same extent as provided above with respect to the indemnification of the HoldersSection 3(i).

Indemnification; Contribution. (a) The Company shall and each Guarantor, jointly and severally, agree to indemnify and hold harmless the Initial Purchasers, each Holder, its respective officers and directorseach Participating Broker-Dealer, and each Person, if any, who controls such any Holder within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act and each affiliate of any agents, representatives or advisers thereof Holder within the meaning of Rule 405 under the 1933 Act from and against any and all losses, claims, damagesdamages and liabilities (including, liabilities and without limitation, any legal or other expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationreasonably incurred in connection with defending or investigating any such action or claim) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, Statement or any amendment thereof or supplement to any Prospectus included therein (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or in any Preliminary Prospectus or “issuer free writing prospectus,” as defined in Rule 433 (“Issuer FWP”) of the foregoing1933 Act, (ii) relating to a Shelf Registration, pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, if any, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of such losses, claims, damages or liabilities are based upon, caused by any such untrue statement or omission made in reliance on and in conformity with written or alleged untrue statement or omission based upon information with respect relating to the Holders any Holder furnished in writing to the Company in writing by the Holders or their counsel on behalf of such Holder expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders.

Indemnification; Contribution. (a) The To the fullest extent permitted by applicable law, the Company shall shall, and it hereby agrees to, indemnify and hold harmless Xxxxxx, each Holderunderwriter and the equityholders, its respective controlling persons, directors, officers and directors, and employees of each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act foregoing in any offering or Sale of the Registrable Securities, including pursuant to Section 4.01, Section 4.02 or Section 20 of the Exchange Act and 4.05, against any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ actual and documented out-of-pocket fees and expenses and reasonable costs of investigationlegal counsel reasonably incurred) incurred by (collectively, “Claims”) to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of the Company as provided herein), or threatened actionactions or proceedings in respect thereof, suitarise out of, proceeding relate to, are in connection with, or investigation arising out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus or preliminary Prospectuscontained therein, or any amendment or supplement to thereto, or any of the foregoingdocument incorporated by reference therein, (ii) or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existing) in which they were made, not misleading, or (iii) any violation or alleged violation by and the Company of shall, and it hereby agrees to, reimburse periodically each such indemnified Person for any United States federal, state actual and documented out-of-pocket legal or common law rule or regulation applicable to the Company other actual and relating to action required of or inaction documented out-of-pocket expenses reasonably incurred by the Company it in connection with investigating or defending any such registration except Claims; provided, however, that the Company shall not be liable to any such Person in each any such case insofar as to the same extent that any such Claims arise out of of, relate to, are in connection with, or are based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus, or amendment or supplement thereto, in reliance on and in conformity with upon written information with respect to the Holders furnished in writing to the Company (x) by Xxxxxx or any Representative of Xxxxxx, it being understood and agreed that the Holders only such information furnished by Xxxxxx or their counsel any Representative of Xxxxxx consists of the information described as such in Section 4.13(b) or (y) by or on behalf of any underwriter expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders.

Indemnification; Contribution. (a) The Company shall indemnify Dealer Manager will indemnify, defend (subject to Section 4 of the Dealer Manager Agreement) and hold harmless each Holderthe Wholesaler, its affiliates and their respective officers and officers, directors, shareholders, members, partners, other equity-holders and each Personcontrol persons (collectively, if anythe “Other Indemnified Parties”), who controls such Holder within from and against any losses, claims (including the meaning reasonable costs of either Section 15 of investigation and legal fees), damages or liabilities (or actions in respect thereof), to which the Wholesaler, its affiliates or their respective Other Indemnified Parties may become subject under the Securities Act or Section 20 of the Exchange Act and any agentsAct, representatives or advisers thereof against all otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationor actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon upon: (i) any inaccuracy in or breach of a representation or warranty contained herein by the Dealer Manager, any breach of a covenant or agreement contained herein of the Dealer Manager, or any failure by the Dealer Manager to comply with state or federal securities law applicable to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any the information relating to the Dealer Manager that appears in the Dealer Manager Sections of the Prospectus or preliminary Prospectus, or any amendment thereof, or supplement to any arise out of or are based upon the foregoing, (ii) any omission or alleged omission to state therein in the Dealer Manager Sections a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existing) under which they were made, not misleading, or ; and (iii) any violation unauthorized use of sales materials or alleged violation use of unauthorized verbal representations concerning the Offered Shares by the Company of Dealer Manager. The Dealer Manager will reimburse the Wholesaler and its Other Indemnified Parties for any United States federallegal or other expenses reasonably incurred by such Wholesaler, state or common law rule or regulation applicable to the Company its affiliates and relating to action required of or inaction by the Company their respective Other Indemnified Parties in connection with any investigating or defending such registration except in each case insofar as the same arise out of loss, claim, damage, liability or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersaction.

Indemnification; Contribution. (ai) The Company shall Big shall, notwithstanding termination of this Agreement and without limitation as to time, indemnify and hold harmless harmless, each HolderQualified Holder of Registrable Securities, its respective officers and the officers, directors, partners, agents, investment advisors and employees of each Personof them, if any, each Person who controls any such Qualified Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) and the officers, directors, partners, agents and employees of each such controlling Person, to the fullest extent lawful, from and against any agents, representatives or advisers thereof against and all losses, claims, damages, liabilities liabilities, costs (including, without limitation, legal or other expenses reasonably incurred in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection therewith) and expenses, including expenses of investigation (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened actioncollectively, suit"Losses"), proceeding or investigation as incurred, arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, any Prospectus prospectus or preliminary Prospectus, form of prospectus or in any amendment or supplement to thereto or in any preliminary prospectus, or arising out of the foregoing, (ii) or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus any prospectus or a preliminary Prospectusform of prospectus or supplement thereto, in light of the circumstances then existingunder which they were made) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable except to the Company and relating to action required of or inaction by extent that (a) the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and the form of a preliminary prospectus was corrected in conformity with written the final prospectus or (b) such are based upon information with respect to the Holders regarding such Qualified Holder furnished in writing to the Company Big by the Holders or their counsel on behalf of such Qualified Holder expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) therein to the same extent as provided above with respect that such information was reasonably relied on by Big in the preparation thereof. The obligations of Big to each Indemnified Party shall be separate obligations, and the indemnification liability of the HoldersBig to any Indemnified Party hereunder shall not be extinguished solely because any other Indemnified Party is not entitled to indemnity hereunder.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each Holder, its respective officers and the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person, if any, Person who controls any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and against any agents, representatives or advisers thereof against and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses and reasonable costs of investigation(or actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any Prospectus amendment thereof or preliminary Prospectussupplement thereto, or any amendment arise out of or supplement to any of are based upon the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or (iii) any violation or alleged violation other expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating or defending any such registration except loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in each any case insofar as to the same arise extent that any such loss, claim, damage, liability or expense arises (i) out of or are is based upon, upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly on behalf of any such Holder specifically for use thereininclusion therein including, without limitation, any notice or questionnaire, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section ‎2(b). In connection with an Underwritten Offering, This indemnity agreement will be in addition to any liability which the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersmay otherwise have.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each HolderHolder of Registrable Securities, its respective officers and the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person, if any, Person who controls any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and against any agents, representatives or advisers thereof against and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses and reasonable costs of investigation(or actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any Prospectus amendment thereof or preliminary Prospectussupplement thereto, or any amendment arise out of or supplement to any of are based upon the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or (iii) any violation or alleged violation other expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating or defending any such registration except loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in each any case insofar as to the same arise extent that any such loss, claim, damage, liability or expense arises (i) out of or are is based upon, upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly on behalf of any such Holder specifically for use therein. In connection with an Underwritten Offeringinclusion therein including, the Company shall indemnify the underwriters thereofwithout limitation, their officersany notice and questionnaire, directors and agents and each Person who controls such underwriters or (within the meaning ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders.2(e)(ii)

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless each HolderHolder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and stockholders of any such partners), its respective officers and directors, officers, employees, representatives and agents of any of them, and each Person, if any, person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus) or (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that the Company will not be liable to the same extent as provided above that (1) such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or on behalf of such Holder in accordance with Section 4(b) of this Agreement for use in such registration statement, or (2) in the case of a sale directly by such Holder (including a sale of Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act or any state securities laws. With respect to such untrue statement or omission or alleged untrue statement or omission in the indemnification information furnished in writing to the Company by or on behalf of such Holder in accordance with Section 4(b) of this Agreement for use in such registration statement, such Holder, on a several and not joint basis, will indemnify and hold harmless the Company (including its directors, officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the HoldersSecurities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless harmless, to the extent permitted by law, each Holder(i) Eligible Holder of Registrable Securities, its respective officers and directors, and (ii) each Person, if any, who Person that controls such Holder (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) such Eligible Holder and (iii) the respective directors, officers, partners, employees, legal counsel, accountants and agents of such Eligible Holder and controlling Person (collectively, “Holder Indemnified Parties”) from and against any agents, representatives or advisers thereof against and all losses, claims, damages, liabilities and expenses (expenses, including reasonable attorneys’ attorney’s fees and expenses disbursements and reasonable costs expenses of investigationinvestigation (collectively, “Losses”), caused by any (A) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, Prospectus or any amendment thereof or supplement to thereto or any of the foregoing, (ii) Free Writing Prospectus or 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 a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iiiB) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States federal, applicable state securities law or common law any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable to state securities law; provided, however, that the Company and relating shall not be liable to action required of any Holder Indemnified Party for any Losses that are (x) caused by or inaction by the Company contained in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel on behalf of a Holder Indemnified Party or any underwriter expressly for use thereinin any Registration Statement, Prospectus or preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus or (y) caused by such Holder Indemnified Party’s or any underwriter’s failure to deliver a copy of the Registration Statement, Prospectus or preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus after the Company has furnished such Holder Indemnified Party or such underwriter in a timely manner with a sufficient number of copies of the same. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereofsuch underwriters, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act) and each of their respective directors, officers, partners and employees to the same extent as provided above with respect to the indemnification of the HoldersEligible Holders of Registrable Securities.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless each Holder, its respective officers and directors, Holder of Registrable Securities and each Person, if any, who controls such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees ' fees, disbursements and expenses and reasonable costs of investigationexpenses, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus, Prospectus or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same such statements or omissions arise out of or are based upon, upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with written information with respect to the Holders such Holder furnished in writing to the Company by the Holders such Holder or their its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. In connection with an Underwritten OfferingNotwithstanding the foregoing provisions of this Section 10(a), the Company shall indemnify the underwriters thereof, their officers, directors and agents and each not be liable to any Holder or to any Person who controls such underwriters Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the same extent as provided above with respect delivery of written confirmation of the sale of Registrable Securities by such Holder to the indemnification Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the HoldersCompany with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise.

Indemnification; Contribution. (a) The Company shall EchoStar shall, and it hereby agrees to, indemnify and hold harmless each Holder, its the Investors and their respective officers and directors, officers, employees, Affiliates and each Personcontrolling Persons, if any, who controls such Holder within the meaning of either Section 15 and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Securities Act or Section 20 of the Exchange Act and Registrable Securities, against any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationcounsel) incurred by (collectively, “Claims”) to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of EchoStar as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statementregistration statement, or any Prospectus preliminary or preliminary Prospectusfinal prospectus contained therein, or any amendment or supplement thereto, any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any document incorporated by reference therein, or arise out of the foregoing, (ii) or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existing) in which they were made, not misleading, and EchoStar shall, and it hereby agrees to, reimburse periodically the Investors or (iii) any violation such underwriter for any legal or alleged violation other out-of-pocket expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating or defending any such registration except Claims; provided, however, that EchoStar shall not be liable to any such Person in each any such case insofar as to the same extent that any such Claims arise out of or are based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made (i) in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance on upon and in conformity with written information with respect furnished to the Holders furnished in writing to the Company EchoStar by the Holders or their counsel Investors expressly for use therein. In connection with an Underwritten Offering, (ii) in any prospectus used after such time as EchoStar advised such Investor in writing that the Company filing of a post-effective amendment or supplement thereto was required, other than such prospectus as so amended or supplemented or (iii) in any prospectus used after such time as the obligation of EchoStar to keep such prospectus effective and current shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdershave expired.

Indemnification; Contribution. (a) The Company shall indemnify Guarantor and the Issuer agree to indemnify, defend and hold harmless each Initial Purchaser, each Holder, its respective officers and directors, and each person (a “Controlling Person”), if any, who controls such any Initial Purchaser or Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, the Holders or any Controlling Person (each, an “Indemnified Party”), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Guarantor and the Issuer shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Guarantor and the Issuer shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon (i) any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the same extent as Guarantor expressly for use in, any Shelf Registration Statement or any Prospectus or (ii) a disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by an Indemnified Party during a Suspension Period, provided above such Indemnified Party received, prior to such disposition, a Suspension Notice with respect to such Suspension Period; provided further, however, that this indemnity agreement will be in addition to any liability which the indemnification of Guarantor and the HoldersIssuer may otherwise have to such Indemnified Party.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless each HolderHolder in any offering or sale of Registrable Shares, its respective officers each Person, if any, who participates as an underwriter in any offering and directorssale of Registrable Shares, and each Person, if any, who controls such Holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any their respective directors, trustees, officers, partners, agents, representatives or advisers thereof employees and affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses and reasonable costs of investigationexpenses, as incurred) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus, Prospectus or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same such statements or omissions arise out of or are based upon, upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with written information with respect to the Holders such Holder furnished in writing to the Company by the Holders such Holder or their its counsel expressly for use therein. In connection with an Underwritten Offering, (ii) the use of any Prospectus after such time as the obligation of the Company shall indemnify to keep effective the underwriters thereofRegistration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, their officers, directors and agents and each Person who controls except such underwriters (within the meaning of Section 15 of the Securities Act Prospectus as so amended or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holderssupplemented.

Indemnification; Contribution. (aA) The In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Participating Broker-Dealer, the Company shall agrees to indemnify and hold harmless the Initial Purchasers, each Holder, its respective officers and directorseach Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls such Holder any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act and (collectively, the "Section 4 Persons"), against any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and or expenses (including the reasonable attorneys’ cost of investigating and defending against any claims therefore and counsel fees and incurred in connection therewith as such expenses and reasonable costs of investigationare incurred), joint or several, which may be based upon either the 1933 Act, or the 1934 Act, or any other statute or at common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto) incurred by such party pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any actual Prospectus included therein (or threatened action, suit, proceeding any amendment or investigation arising out of supplement thereto) included or based upon (i) any untrue or alleged allegedly included an untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission omitted to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, unless such statement or (iii) omission was made in reliance upon, and in conformity with, written information furnished to the Company by any violation such Section 4 Person specifically for use in the preparation thereof; provided that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or alleged violation by other first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any United States federalsuch claim shall not relieve it from any liability which it may have to such Section 4 Person otherwise than on account of the indemnity agreement contained in this paragraph; and provided, state or common law rule or regulation applicable to further, that the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information foregoing indemnity with respect to the Holders furnished in writing any Prospectus, including any preliminary prospectus or preliminary prospectus supplement, shall not inure to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each benefit of any Section 4 Person who controls such underwriters (within the meaning of Section 15 if a copy of the Securities Act Prospectus (as amended or Section 20 supplemented, exclusive of the Exchange Actmaterial incorporated by reference) to the same extent as provided above with respect to the indemnification of the Holders.had not been sent or given by 18

Indemnification; Contribution. (a) The Company shall shall, and hereby agrees to, indemnify and hold harmless each HolderParticipating Holder and its partners, its respective officers and members, directors, officers, employees, agents and each Personcontrolling Persons, if any, who controls such Holder within the meaning of either Section 15 in any offering or sale of the Securities Act or Section 20 of Participating Shares pursuant to the Exchange Act and Shelf Registration Statement, against any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationcounsel) incurred by (collectively, “Claims”) to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of the Company as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising (i) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any the Shelf Registration Statement, or any Prospectus or preliminary ProspectusProspectus contained therein with respect to Participating Shares, or any amendment or supplement to thereto, or any of the foregoingdocument incorporated by reference therein, or (ii) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the each case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) in which they were made, not misleading, or (iii) any violation or alleged violation by ; provided that the Company of shall not be liable to any United States federal, state or common law rule or regulation applicable such Participating Holder in any such case to the Company and relating to action required of or inaction by the Company in connection with extent that any such registration except in each case insofar as the same Claims arise out of or are based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement, or Prospectus or preliminary Prospectus relating to the Participating Shares, or amendment or supplement thereto, in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel Participating Holder with respect to such Participating Holder expressly for use therein. In connection , or by such Participating Holder’s failure to furnish the Company, upon the Company’s reasonable request, with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above information with respect to such Participating Holder, or such Participating Holder’s intended method of distribution, that is the indemnification subject of the untrue statement or omission, or if such Participating Holder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Participating Holders, and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement.

Indemnification; Contribution. (a) The Company shall indemnify Trust hereby indemnifies and hold harmless holds harmless, to the fullest extent permitted by law, each HolderBeneficial Owner, its respective officers and directors, officers, partners, employees, agents of the Beneficial Owners, as applicable, and each Person, if any, who controls such Holder any Beneficial Owner within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act and any agentsAct, representatives or advisers thereof against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees under the Securities Act, common law and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual otherwise), joint or threatened actionseveral, suit, proceeding or investigation arising which arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement contemplated hereby or in any Registration Statementprospectus, any Prospectus or preliminary Prospectusprospectus, or any amendment or supplement to thereto or any document incorporated by reference relating thereto or in any filing made in connection with the registration or qualification of the foregoingoffering under "blue sky" or other securities laws of jurisdictions in which the Registrable Securities are offered, (ii) or any omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existing) under which they were made, not misleading, and the Trust shall reimburse such Beneficial Owners for any legal or (iii) any violation or alleged violation other expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating or defending any such registration except in each case insofar as the same arise out of loss, claim, damage, liability or are based uponproceeding, (ii) any such untrue statement or omission made alleged untrue statement of a material fact contained in reliance on and in conformity with written information with respect any preliminary prospectus, if used prior to the Holders effective date of such registration statement (unless such statement is corrected in the final prospectus, and the Trust has previously furnished copies thereof to the Beneficial Owners seeking such indemnification), or contained in the final prospectus (as amended or supplemented if the Trust shall have filed with the Commission any amendment thereof or supplement thereto) if used within the period during which the Trust is required to keep the registration statement to which such prospectus relates current, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not extend to any such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses that are caused by any untrue statement or alleged untrue statement contained in, or by any omission or alleged omission from, information furnished in writing to the Company Trust by the Holders or their counsel such Beneficial Owner in such capacity specifically and expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls in any such underwriters (within the meaning of Section 15 of the Securities Act registration statement or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersprospectus.

Indemnification; Contribution. (a) The In the event of any registration of any securities of the Company shall under the Securities Act, the Company will, and hereby does, indemnify and hold harmless each Holderin the case of any registration statement filed pursuant to Section 2, 3 or 4 hereof, the holder of any Registrable Securities covered by such registration statement, its respective officers directors and directorsofficers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each Personother person, if any, who controls such Holder holder or any such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and against any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses, joint or several, to which such holder or any such director or officer or participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationor actions or proceedings or investigations in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (ix) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statementregistration statement under which such securities were registered under the Securities Act, any Prospectus preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or preliminary Prospectussummary prospectus included therein, or any amendment or supplement to thereto, or any of the foregoingdocument incorporated by reference therein, or (iiy) 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 or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iiiz) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company securities laws in connection with such registration, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such registration except loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in each any such case insofar as to the same arise extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or are is based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company in an instrument prepared by or under the Holders direction of such seller, director, officer, participating person or their counsel expressly controlling person for use thereinin the preparation of such documents, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. In connection with an Underwritten OfferingSuch indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall indemnify agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersunderwriters.

Indemnification; Contribution. (a) The Company shall and the Guarantors severally agree to indemnify and hold harmless each Holder, Holder and its respective officers and directors, officers, employees, members, representatives and agents and each Personperson, if any, who controls such any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "HOLDER INDEMNIFIED PARTY"), from and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, as incurred, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement, any Statement or Prospectus or preliminary Prospectus, or in any amendment or supplement to thereto or in any preliminary prospectus, or arises out of the foregoing, (ii) or is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein (not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with except insofar as any such registration except in each case insofar as the same arise loss, damage, expense, liability or claim arises out of or are is based uponupon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information required to be included in any Shelf Registration Statement or the related Prospectus pursuant the Securities Act furnished in writing by or on behalf of any Holder to the Company, (ii) any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission made omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and (iii) any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in reliance on and in conformity with written information with respect investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the Holders furnished in writing extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that as to any preliminary prospectus, this indemnity agreement shall not inure to the Company benefit of any Holder Indemnified Party on account of any loss, claim, damage, liability or action arising from the sale of the Registrable Securities sold pursuant to the Shelf Registration Statement to any person by such Holder Indemnified Party if (i) that Holder Indemnified Party failed to send or give a copy of the Holders Prospectus, as the same may be amended or their counsel expressly for use therein. In connection with an Underwritten Offeringsupplemented, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (to that person within the meaning of Section 15 of time required by the Securities Act or Section 20 (other than as a result of a failure by the Company to timely deliver copies of the Exchange ActProspectus to such Holder Indemnified Party) and (ii) the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such preliminary prospectus was corrected in the same extent Prospectus or a supplement or amendment thereto, as provided above with respect the case may be. This indemnity agreement will be in addition to any liability that the indemnification of the HoldersCompany or any Guarantor may otherwise have.

Indemnification; Contribution. (a) The Company shall shall, and it hereby agrees to, indemnify and hold harmless each HolderStockholder (which, for purposes of this Article VI, shall be deemed to include each holder of Registrable Shares) and its controlled Affiliates and their respective officers and directors, officers, members, employees, managers, partners, accountants, attorneys and agents and each Person, if any, Person who controls such Holder (within the meaning of either Section 15 of the Securities Act and the Exchange Act) such Persons, in any offering or Section 20 sale of the Exchange Act Registrable Shares, from and against any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationcounsel) incurred by (collectively, “Claims”) to which each such indemnified party pursuant to may become subject, insofar as such Claims (including any actual amounts paid in settlement effected with the consent of the Company as provided herein), or threatened actionactions or proceedings in respect thereof, suit, proceeding or investigation arising arise out of or are based upon (i) any an untrue or alleged untrue statement of a material fact contained in any Registration Statement, registration statement used to register Registrable Shares pursuant to this Agreement or any Prospectus amendment thereof or preliminary Prospectussupplement thereto, or any amendment document incorporated by reference therein, or supplement to any of the foregoing, (ii) 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 and (ii) any untrue or alleged untrue statement of a material fact in any prospectus or preliminary prospectus used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) under which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically the indemnified person for any legal or (iii) other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any violation such Claims; provided, however, that the Company shall not be liable to any such Person in any such case only to the extent that any such Claims arise out of or are based upon an untrue statement or alleged violation by the Company of any United States federaluntrue statement or omission or alleged omission made in such registration statement, state or common law rule preliminary or regulation applicable final prospectus, or amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company by the Stockholder Group expressly for use therein. The members of the Stockholder Group shall, and relating hereby agree, severally and not jointly, to action required (i) indemnify and hold harmless the Company, its directors, officers, employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or inaction are based upon (i) any untrue or alleged untrue statement of a material fact in any registration statement used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any untrue or alleged untrue statement of a material fact in any prospectus or preliminary prospectus used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder Group expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such registration except in each case insofar as Claim. Notwithstanding the same arise out of or are based uponforegoing, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 no member of the Securities Act or Stockholder Group shall be liable under this Section 20 6.1(a) for amounts in excess of the Exchange Actproceeds (net of underwriting discounts and commissions) received by such holder in the offering giving rise to the same extent as provided above with respect to the indemnification of the Holderssuch liability.

Indemnification; Contribution. (a) The Company shall Agilent and World Trade jointly and severally agree to indemnify and hold harmless each HolderXxxxxxx Xxxxx and its affiliates, its respective officers and directors, officers, employees, agents and controlling persons (Xxxxxxx Xxxxx and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act other person being an “Indemnified Party”) from and against any agents, representatives or advisers thereof against and all losses, claims, damagesdamages and liabilities, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by joint or several, to which such party pursuant Indemnified Party becomes subject under any applicable law, or otherwise related to any actual or threatened action, suit, proceeding or investigation arising out of or based upon in connection with (ia) any Refinancing or any other transaction contemplated by this Agreement and (b) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus information (whether oral or preliminary Prospectus, written) or documents furnished or made available by World Trade or Agilent or any amendment of their affiliates or supplement the relevant issuer or obligor under any Refinancing, directly or through Xxxxxxx Xxxxx, to any holder of securities placed or underwritten by Xxxxxxx Xxxxx or any of its affiliates in connection with any Refinancing or otherwise contemplated pursuant to this Agreement or the foregoing, (ii) any omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus or a preliminary Prospectusnot misleading, in light of the circumstances then existing) not misleadingunder which they were made; provided, or however, that neither Agilent nor World Trade shall be liable, in the case of this clause (iii) any violation or alleged violation by the Company of any United States federalb), state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with extent that any such registration except in each case insofar as the same losses, claims, damages or liabilities arise out of or are based upon, any on such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect relating to Xxxxxxx Xxxxx (or the Holders relevant affiliate thereof) furnished in writing to the Company Agilent or World Trade by the Holders or their counsel Xxxxxxx Xxxxx expressly for use therein. In no event shall Agilent or World Trade be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all Indemnified Parties in connection with an Underwritten Offeringany one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Agilent and World Trade jointly and severally agree to promptly reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising from any of the Company matters referred to in the preceding sentence, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of World Trade or Agilent or the relevant issuer or whether or not resulting in any liability. Neither Agilent nor World Trade shall be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, Agilent and World Trade jointly or severally agree to indemnify the underwriters thereofIndemnified Party from and against any loss or liability by reason of such settlement or judgment. Agilent and World Trade further jointly and severally agree not to assert any claim against any Indemnified Party for consequential, their officers, directors and agents and each Person who controls such underwriters punitive or exemplary damages on any theory of liability in connection with the transactions described in or contemplated by this Agreement. Neither Agilent nor World Trade shall be liable to an Indemnified Party under clause (within the meaning of Section 15 a) of the Securities Act or Section 20 of the Exchange Act) foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is finally determined by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, gross negligence or willful misconduct. If the indemnification of an Indemnified Party provided for in this Agreement is for any reason held unenforceable, Agilent and World Trade jointly and severally agree to contribute to the losses, claims, damages or liabilities for which such indemnification is held unenforceable (a) in such proportion as is appropriate to reflect the relative benefits to World Trade and Agilent, on the one hand, and Xxxxxxx Xxxxx, on the other hand, of any Refinancing, or (b) (but only if) the allocation provided for in clause (a) is for any reason prohibited by law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) but also World Trade and Agilent’s relative fault, on the one hand, and the relative fault of Xxxxxxx Xxxxx, on the other hand, as well as any other relevant equitable considerations. Agilent and World Trade jointly and severally agree that for the purposes of this paragraph the relative benefits to World Trade and Agilent, on the one hand, and to Xxxxxxx Xxxxx, on the other hand, shall be deemed to be in the same extent proportion that the total value received or contemplated to be received by World Trade and/or Agilent in any Refinancing bears to the fees paid or to be paid to Xxxxxxx Xxxxx under any commitment letter or engagement letter, as provided above the case may be, with respect to such Refinancing; provided, however, that, to the extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute in respect of a specific transaction an aggregate amount in excess of the fees actually paid in such transaction to Xxxxxxx Xxxxx. The foregoing contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. No investigation or failure to investigate by any Indemnified Party shall impair the foregoing indemnification and contribution agreement or any other right an Indemnified Party may have. Agilent and World Trade jointly and severally agree that, without Xxxxxxx Xxxxx’x prior written consent, neither World Trade nor Agilent nor any of their affiliates or subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions of this Agreement (whether or not Xxxxxxx Xxxxx or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (a) includes an unconditional written release, in form and substance satisfactory to Xxxxxxx Xxxxx and each Indemnified Party, from all liability arising out of such claim, action or proceeding and (b) does not include any statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any Indemnified Party. In the Holdersevent that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Agilent or any of its subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, World Trade and Agilent agree to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and expenses of its legal counsel. In the event that Xxxxxxx Xxxxx (or an affiliate of Xxxxxxx Xxxxx) acts as underwriter or placement agent in connection with a Securities Offering or any other offering of securities contemplated under Section 4(d) hereof or acts as arranger under any credit facilities or any other financing contemplated under Section 4(d) hereof, the indemnification and contribution provisions set forth in the related placement agreement, underwriting agreement or credit facilities, as the case may be, shall supersede and replace the provisions of this Section 6 in all respects.

Indemnification; Contribution. (aA) The In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Participating Broker-Dealer, the Company shall agrees to indemnify and hold harmless the Initial Purchasers, their respective affiliates, each Holder, its respective officers each Participating Broker-Dealer and directors, each Person who participates as an underwriter (any such Person being an “Underwriter”) and each Person, if any, who controls such Holder any Initial Purchaser, Dealer Manager, Holder, Participating Broker-Dealer or Underwriter within the meaning of either Section 15 of the Securities 1933 Act or the 1934 Act (collectively, the “Section 20 of the Exchange Act and 4 Persons”), against any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and or expenses (including the reasonable attorneys’ cost of investigating and defending against any claims therefore and counsel fees and incurred in connection therewith as such expenses and reasonable costs of investigationare incurred), joint or several, which may be based upon either the 1933 Act, or the 1934 Act, or any other statute or at common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto) incurred by such party pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any actual Prospectus included therein (or threatened action, suit, proceeding any amendment or investigation arising out of supplement thereto) includes or based upon (i) any untrue or alleged allegedly includes an untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, unless such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by any such Section 4 Person specifically for use in the preparation thereof; provided that in no case is the Company to be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any such claim (iiii) any violation or alleged violation shall not relieve the Company from liability under this paragraph unless and to the extent the Company did not otherwise learn of such claim and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) shall not relieve the Company from any United States federalliability which it may have to such Section 4 Person otherwise than on account of the indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense in the defense, state or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to such Section 4 Persons. In the event that the Company elects to assume the defense of any such suit and retains such counsel, each Section 4 Person may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or common law rule (ii) the parties to such suit include the Section 4 Person and the Section 4 Persons and the Company have been advised by such counsel that one or regulation applicable more legal defenses may be available to it or them which may not be available to the Company and relating to action required of or inaction by Company, in which case the Company shall not be entitled to assume the defense of such suit on behalf of such Section 4 Person, notwithstanding its obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any one such registration except suit or proceeding or separate but substantially similar or related actions or proceedings in each case insofar as the same arise jurisdiction arising out of the same general allegations or are based uponcircumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Section 4 Persons, which firm shall be designated in writing by the Initial Purchasers and Dealer Managers. The Company shall not be liable to indemnify any Person for any settlement of any such untrue statement claim effected without the Company’s prior written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of the Section 4 Person, effect any settlement, compromise or omission made in reliance on and in conformity with written information with respect consent to the Holders furnished entry of judgment in writing any pending or threatened action, suit or proceeding in respect of which any Section 4 Person is or could have been a party and indemnity was or could have been sought hereunder by such Section 4 Person, unless such settlement, compromise or consent (x) includes an unconditional release of such Section 4 Person from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any Section 4 Person. This indemnity agreement will be in addition to any liability, which the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersmight otherwise have.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each Holder, its respective officers and directors, the Stockholders and each Person, if any, who controls such Holder the Stockholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”) against any and any agentsall loss, representatives or advisers thereof against all lossesliability, claimsclaim and damage, damagesas incurred, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, Statement (or any amendment thereto), or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus or a preliminary Prospectustherein, in light of the circumstances then existingunder which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or (iii) any violation or alleged violation other expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company such Stockholder Indemnified Person in connection with investigating, defending or paying any such registration except in each case insofar as loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the same arise extent arising out of any untrue statement or are based upon, any such omission or alleged untrue statement or omission made in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by or on behalf of the Holders Stockholders or their counsel expressly any Person, if any, who controls the Stockholders for use therein. In connection with an Underwritten Offeringin any Registration Statement (or any amendment thereto), the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters or any preliminary prospectus or Prospectus (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actany amendment or supplement thereto) to the same extent as provided above with respect to the indemnification of the Holdersor any Issuer Free Writing Prospectus (or any amendment or supplement thereto).

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless harmless, to the extent permitted by law, each HolderHolder of Registrable Securities, its respective officers and directors, and each Personperson, if any, who controls such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof Act) against all losses, claims, damages, liabilities liabilities, and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statementregistration statement under which Registrable Securities owned by such Holder were registered under the Securities Act, or in any Prospectus related prospectus or preliminary Prospectusprospectus, or any amendment thereof or supplement to any of the foregoingthereto, (ii) or 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 prospectus or a preliminary Prospectusprospectus, in the light of the circumstances then existingunder which they were made) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of are caused by or are based upon, contained in any such untrue statement information or omission made in reliance on and in conformity with written information affidavit with respect to the Holders such Holder furnished in writing to the Company by the Holders or their counsel such Holder expressly for use thereintherein or by such Holder's failure to furnish the Company upon request with the information with respect to such Holder or such Holder's plan of distribution that is the subject of the untrue statement or omission or by such Holder's failure to deliver a copy of the applicable registration statement or prospectus (exclusive of the documents, if any, from which information is incorporated by reference) after the Company has furnished such Holder with a sufficient number of copies of the same. In connection with an Underwritten Offeringunderwritten offering, the Company shall will also indemnify the underwriters thereof, their officersofficers and directors, directors and agents and each Person person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriters to the same extent as provided above with respect to the indemnification of the HoldersHolders of Registrable Securities.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless each Holder, its respective officers and directors, Holder of Registrable Securities and each Person, if any, who controls such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees ' fees, disbursements and expenses and reasonable costs of investigationexpenses, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus, Prospectus or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same such statements or omissions arise out of or are based upon, upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with written information with respect to the Holders such Holder furnished in writing to the Company by the Holders such Holder or their its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. In connection with an Underwritten OfferingNotwithstanding the foregoing provisions of this Section 10(a), the Company shall indemnify the underwriters thereof, their officers, directors and agents and each not be liable to any Holder or to any Person who controls such underwriters Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the same extent as provided above with respect delivery of written confirmation of the sale of Registrable Securities by such Holder to the indemnification Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the HoldersCompany with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise.

Indemnification; Contribution. (a) The Company Issuer shall indemnify and hold harmless each Holder, each of its respective officers and directors, officers (and partners and managers, as applicable), each Personunderwriter of Registrable Securities and Indemnified Affiliates of each of them, if anyagainst any losses, who controls expenses, claims, damages or liabilities (or actions in respect thereof), joint or several, to which such Holder within the meaning of either Section 15 of Holder, underwriter or Indemnified Affiliate may become subject under the Securities Act or Section 20 otherwise, including reasonable costs of the Exchange Act investigation and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities reasonable attorney’s fees and expenses (including each, a “Liability” and collectively, “Liabilities”) and will reimburse such Holders, underwriters and Indemnified Affiliates for any reasonable attorneys’ fees and legal or any other expenses and reasonable costs of investigation) incurred by in connection with investigating, defending or settling any such party pursuant Liability, in each case to any actual the extent such Liabilities directly or threatened action, suit, proceeding or investigation arising indirectly arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, registration statement under which such Registrable Securities were registered under the Securities Act or any Prospectus or preliminary Prospectuscontained therein, or any amendment or supplement to thereof, or any of the foregoingDisclosure Package, (ii) any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a Prospectus or a preliminary any such Prospectus, in light of the circumstances then existing) under which they were made, not misleading, misleading or (iii) any violation or alleged violation by the Company Issuer of any United States federal, state or common law rule or regulation applicable to promulgated under the Company Securities Act or any state securities laws, and relating to action required of shall reimburse each such Holder, underwriter and Indemnified Affiliate for any reasonable legal or inaction by the Company any other expenses incurred in connection with investigating, defending or settling any such registration except Liability; provided, that the Issuer shall not be liable in each any such case insofar as to the same arise extent that any Liability arises out of or are is based upon, on any such untrue statement or omission made in reliance on based upon and in conformity with written information with respect furnished to the Holders furnished in writing to the Company Issuer by the Holders an instrument duly executed by such Holder or their counsel expressly underwriter specifically for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders.

Indemnification; Contribution. (a) The Company shall indemnify agree to indemnify, defend and hold harmless each HolderPiggyback Investor and the respective officers, its respective officers and directors, partners, employees, representatives and each Personagents of any Person (each, if anyan “Indemnified Party”), who controls from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Holder within the meaning of either Section 15 of Indemnified Party may incur or become subject to under the Securities Act or Section 20 of Act, the Exchange Act and any agentsor otherwise, representatives insofar as such loss, damage, expense, liability, claim or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus which registers the resale of any of such Piggyback Investor’s Warrant Stock, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any registration statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be required to provide any indemnification pursuant to this Section 3.5 in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon (i) any untrue statement or omission or alleged untrue statement or omission of a material fact contained in any Registration Statement, any Prospectus or preliminary Prospectusin, or any amendment or supplement to any of the foregoingomitted from, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel on behalf of an Piggyback Investor expressly for use in, any such registration statement or any prospectus or (ii) a disposition, pursuant to a registration statement, of Warrant Stock by an Piggyback Investor during a postponement period referenced in Section 3.4. If the indemnification provided for in this Section 3.5 is unavailable to an Indemnified Party, or insufficient to hold such Indemnified Party harmless, in respect of any losses, damages, expenses, liabilities, claims or actions referred to therein. In , then the Company, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand, and by the Piggyback Investor, on the other hand, from the offering or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and of the Piggyback Investor, on the other hand, in connection with an Underwritten Offeringthe statements or omissions which resulted in such losses, the Company shall indemnify the underwriters thereofdamages, their officersexpenses, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act liabilities, claims or Section 20 of the Exchange Act) to the same extent actions, as provided above with respect to the indemnification of the Holderswell as any other relevant equitable considerations.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless indemnify, to the fullest extent permitted by applicable Law, each Holderholder of Registrable Securities, its respective officers officers, directors, partners, employees and directorsagents, if any, and each Person, if any, who controls such Holder holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agentsAct, representatives or advisers thereof against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expenses and reasonable costs under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of investigation) incurred by such party pursuant to any actual the provisions of the Securities Act or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus registration statement or preliminary Prospectus, prospectus (and as amended or supplemented if amended or supplemented) or any amendment preliminary prospectus or supplement to any of the foregoing, (ii) caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectusany prospectus, in light of the circumstances then existingunder which they were made) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable except to the Company and relating to action required of extent that such losses, claims, damages, liabilities (or inaction proceedings in respect thereof) or expenses are caused by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or alleged untrue statement contained in or by any omission made in reliance on and in conformity with written or alleged omission from information with respect to the Holders concerning any holder of Registrable Securities furnished in writing to the Company by the Holders or their counsel such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with an Underwritten Offeringany underwritten offering pursuant to Section 3.2, the Company shall agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify the underwriters thereofsuch underwriters, their officers, directors directors, employees and agents agents, if any, and each Person Person, if any, who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided above with respect to the indemnification of the Holdersholders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless indemnify, to the fullest extent permitted by law, each Holderholder of Registrable Securities, its respective officers officers, directors, partners, employees and directorsagents, if any, and each Person, if any, who controls such Holder holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agentsAct, representatives or advisers thereof against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expenses and reasonable costs under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of investigation) incurred by such party pursuant to any actual the provisions of the Securities Act or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus registration statement or preliminary Prospectus, prospectus (and as amended or supplemented if amended or supplemented) or any amendment preliminary prospectus or supplement to any of the foregoing, (ii) caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectusany prospectus, in light of the circumstances then existingunder which they were made) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable except to the Company and relating to action required of extent that such losses, claims, damages, liabilities (or inaction proceedings in respect thereof) or expenses are caused by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or alleged untrue statement contained in or by any omission made in reliance on and in conformity with written or alleged omission from information with respect to the Holders concerning any holder furnished in writing to the Company by the Holders or their counsel such holder expressly for use therein. In connection with If the Public Offering pursuant to any registration statement provided for under this Article II is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Underwritten OfferingAffiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article II is made through underwriters, the Company shall agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify the underwriters thereofsuch underwriters, their officers, directors directors, employees and agents agents, if any, and each Person Person, if any, who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided above with respect to the indemnification of the Holdersholders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus a reasonable time prior to such written confirmation.

Indemnification; Contribution. (a) The Company shall will indemnify and hold harmless each harmless, to the fullest extent permitted by law, any Holder and any underwriter for such Holder, its respective officers and directors, and each Personperson, if any, who controls the Holder or such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act underwriter, from and against any agents, representatives or advisers thereof against and all losses, damages, claims, damagesliabilities, liabilities joint or several, costs and expenses (including reasonable attorneys’ fees and any amounts paid in any settlement effected with Company's consent) to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statementthe registration statement or included in the prospectus, any Prospectus as amended or preliminary Prospectussupplemented, or any amendment or supplement to any of the foregoing, (ii) any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) under which they are made, not misleading, and Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or (iii) the underwriter, promptly upon demand, for any violation reasonable legal or alleged violation any other expenses incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating, preparing to defend or defending against or appearing as a third party witness in connection with such loss, claim, damage, liability, action or proceeding; provided, however, that Company will not be liable in any such registration except in each case insofar as to the same arise extent that any such loss, damage, liability, cost or expense arises out of or are is based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance on and in strict conformity with written information with respect furnished by a Holder to the Holders furnished managing underwriter specifically for inclusion therein; provided, further, that the indemnity agreement contained in writing this subsection 2.6(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the Company by the Holders or their counsel expressly for use thereinconsent of Company, which consent shall not be unreasonably withheld. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders.Such indemnity

Indemnification; Contribution. (a) The Company shall will indemnify and hold harmless each Holder, its respective officers and directors, Holder and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and Exchanging Dealer against any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, joint or several, to which such Holder or Exchanging Dealer may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationor actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus, any preliminary Prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any Prospectus other prospectus relating to the Securities or preliminary Prospectusthe Exchange Securities, or any amendment or supplement to any thereto, or arise out of or are based upon the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, and, except as provided in (c) below, will reimburse each Holder and Exchanging Dealer for any legal or (iii) any violation other expenses reasonably incurred by such Holder or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company Exchanging Dealer in connection with investigating or defending any such registration except action or claim; provided, however, that the Company shall not be liable in each any such case insofar as to the same arise extent that any such loss, claim, damage or liability arises out of or are is based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary Prospectus, any preliminary Prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities or the Exchange Securities, or any amendment or supplement thereto, in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders any Holder or their counsel Exchanging Dealer expressly for use therein. In connection with an Underwritten Offeringinclusion in the Prospectus; provided further, that if any preliminary Prospectus, any preliminary Prospectus supplement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities or the Exchange Securities, or any amendment or supplement thereto, contained any alleged untrue statement or allegedly omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and such statement or omission shall have been corrected in a revised preliminary Prospectus, any preliminary Prospectus supplement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities or the Exchange Securities, or any amendment or supplement thereto, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters not be liable to any Holder or Exchanging Dealer under this subsection (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Acta) to the same extent as provided above with respect to such alleged untrue statement or alleged omission to the indemnification extent that any such loss, claim, damage or liability of such Holder or Exchanging Dealer results from the Holders.fact that such Holder or Exchanging Dealer sold Securities or Exchange Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of a revised preliminary Prospectus (excluding documents incorporated by reference), preliminary Prospectus supplement (excluding documents incorporated by reference), the

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each HolderHolder in any offering or sale of Registrable Securities, its respective officers each Person, if any, who participates as an underwriter in any offering and directorssale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any their respective directors, trustees, officers, partners, agents, representatives or advisers thereof employees and affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses expenses, as incurred, and reasonable costs of investigationany amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus, Prospectus or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (B) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation or alleged violation by the Company of any United States federal, other federal or state securities laws or common law rule or regulation regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except registration. Notwithstanding the foregoing provisions of this Section 12(a), the Company shall not be liable to any such Holder or underwriter or to any other indemnified party under the indemnity agreement in each case insofar as the same this Section 12(a) for any Losses that arise out of or are based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission made or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in reliance on and in conformity with written information with respect an amendment or supplement to the Holders Prospectus and (B) having previously been furnished in writing by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning delivery of Section 15 written confirmation of the sale of Registrable Securities Act by such Holder or Section 20 underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Exchange Act) to the same extent as provided above with respect to the indemnification of the HoldersRegistrable Securities by such indemnified party.

Indemnification; Contribution. (a) The Company HTCC shall indemnify indemnify, to the fullest extent permitted by applicable law, each Shareholder and hold harmless each Holderits delegee, its respective officers and officers, directors, employees, agents, and each Person, if any, any Person who controls such Holder a party within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agentsAct, representatives or advisers thereof against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees and expenses and reasonable costs under the Securities Act or common law or otherwise), joint or several, resulting from any violation by HTCC of investigation) incurred by such party pursuant to any actual the provisions of the Securities Act, or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) any Registration Statement, any Prospectus registration statement or preliminary Prospectus, prospectus (and as amended or supplemented if amended or supplemented) or any amendment preliminary prospectus; or supplement to any of the foregoing, (ii) any application or other documentation or communication executed by or on behalf of HTCC or based upon written information furnished by or on behalf of HTCC filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectusany prospectus, in light of the circumstances then existingunder which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or (iiiproceedings in respect thereof) or expenses are caused by any violation untrue statement, or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement contained in or by any omission made in reliance on and in conformity with written or alleged omission from information with respect to the Holders concerning a Shareholder furnished in writing to the Company HTCC by the Holders or their counsel such Shareholder expressly for use therein. In connection If the Public Offering pursuant to any registration statement provided for under this Agreement is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an affiliate of any Shareholder) shall affect the obligations of HTCC to indemnify Shareholders or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Agreement is made through underwriters, HTCC agrees to enter into an underwriting agreement in customary form with an Underwritten Offering, the Company shall such underwriters and HTCC agrees to indemnify the underwriters thereofsuch underwriters, their officers, directors directors, employees and agents agents, if any, and each Person Person, if any, who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided above with respect to the indemnification of the Holdersholders of Registrable Securities; provided that HTCC shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) The Company shall indemnify agrees to indemnify, defend and hold harmless each Initial Purchaser, each Holder, its respective officers and directors, and each person (a “Controlling Person”), if any, who controls such any Initial Purchaser or Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, the Holders or any Controlling Person (each, an “Indemnified Party”), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or Issuer Free Writing Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus, Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the same extent Company expressly for use in, any Registration Statement, Prospectus or Issuer Free Writing Prospectus, including, without limitation, information provided to the Company by such Holder in a Notice and Questionnaire; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party; provided further, however, that no Initial Purchaser or Holder shall be entitled to this indemnity to the extent, and only to the extent, such loss, damage, expense, liability, claim or action arises out of a disposition, pursuant to a Registration Statement, of Registrable Securities by such Initial Purchaser or Holder, as the case may be, during a Suspension Period, provided above such Initial Purchaser or Holder, as the case may be, received, prior to such disposition, a Suspension Notice with respect to the indemnification of the Holderssuch Suspension Period.

Indemnification; Contribution. (a) Indemnification by the Company. The Company shall shall, without ------------------------------ limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each Holderholder of Registrable Securities, its respective officers and the officers, directors, agents and employees of each Personof them, if any, each Person who controls each such Holder holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act), the officers, directors, agents and employees of each such controlling person and any agentsfinancial or investment adviser (each, representatives or advisers thereof an "Indemnified Party"), ----------------- to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities liabilities, actions or proceedings (whether commenced or threatened) reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action(collectively, suit"Losses"), proceeding or investigation as incurred, arising out of ------ or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus prospectus or preliminary Prospectus, form of prospectus or in any amendment or supplement to supplements thereto or in any preliminary prospectus, or arising out of the foregoing, (ii) or based upon 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 a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, except to the extent that the same arise out of or are based upon information furnished in writing to the Company by such Indemnified Party or the related holder of Registrable Securities expressly for use therein or (iiiii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except registration; provided, however, that the -------- ------- Company shall not be liable to any Person who participates as an underwriter in each case insofar as the same offering or sale of Registrable Securities or any other Person, if any, who controls such underwriters within the meaning of the Securities Act to the extent that any such Losses arise out of or are based uponupon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, any (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission made in reliance on or alleged omission, and in conformity with written information with respect to the Holders furnished in writing to (iii) the Company has complied with its obligations under Section 5.4(c). Each -------------- indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls on behalf of such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersindemnified party.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each HolderHolder of Registrable Securities, its respective officers and officers, directors, agents, trustees, stockholders and each Person, if any, Person who controls such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agentsAct), representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees ' fees, disbursements and expenses and reasonable costs of investigationexpenses, as incurred) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) or 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 or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, upon (i) any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders such indemnified party furnished in writing to the Company by the Holders such indemnified party or their its counsel expressly for use therein, (ii) the use of any Prospectus after such time as the obligation of the Company to keep such Prospectus effective has expired or (iii) the use of any Prospectus after such time as the Company has advised the Holders that the filing of a post-effective amendment or supplement thereto is required, except such Prospectus as so amended or supplemented. In connection with an Underwritten Offeringunderwritten offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents directors, agents, trustees, stockholders and each Person who controls such underwriters (within the meaning of Section 15 14 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the HoldersHolders of Registrable Securities. Notwithstanding the foregoing provisions of this Section 4.10(a), the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under the indemnity agreement in this Section 4.10(a) for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that arises out of any of the matters specified in clause (ii) or (iii) above or such Person's failure to send or deliver a copy of the final Prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission wars corrected in such final Prospectus and the Company has previously furnished copies thereof to such Holder or other Person in accordance with this Agreement.

Indemnification; Contribution. (a) The Company shall indemnify agrees to indemnify, defend and hold harmless each Holder, its respective officers and directors, Holder and each Personperson, if any, who controls such any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationa "Controlling Person") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an "Indemnified Party"), from and against any loss, damage, expense, liability, claim or action in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the indemnity agreement contained in this subsection (a) shall not inure to the same extent benefit of any Holder or related Controlling Person (i) insofar as provided above any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of such Holder or related Controlling Person to the Company expressly for use in connection with any Shelf Registration Statement or Prospectus, (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, to the indemnification extent that a final Prospectus relating to such Registrable Securities was not delivered by such Holder, at or prior to the written confirmation of the Holderssale of such Registrable Securities, to the person asserting the claim from which such loss, damage, expense, liability, claim or action arises, a copy of the final Prospectus if the Company had previously furnished copies thereof to such Holder and the final Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission or (iii) if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the final Prospectus and having been previously furnished by or on behalf of the Company with copies of the final Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, at or prior to the written confirmation of the sale of Registrable Securities to the person asserting the claim from which such loss, damage, expense, liability, claim or action arises. This indemnity agreement will be in addition to any liability which the Company may otherwise have to any Holder or any of its Controlling Persons.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each Holder, its respective officers and directors, Holder and each Personperson, if any, who controls such any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any agents, representatives or advisers thereof against and all losses, claims, damagesdamages and liabilities (including, liabilities and without limitation, any legal or other expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationreasonably incurred in connection with defending or investigating any such action or claim) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, Statement or any amendment thereof, including all documents incorporated therein by reference, or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus (or amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration ; except in each case insofar as the same arise out of such losses, claims, damages or liabilities are based upon, caused by any such untrue statement or omission made in reliance on and in conformity with written or alleged untrue statement or omission based upon information with respect relating to the Holders any Holder furnished in writing to the Company in writing by the Holders or their counsel such Holder expressly for use therein. In connection with an Underwritten Offering, the The Company shall also indemnify each Exchanging Dealer participating in the underwriters thereof, their officers, directors offering and agents sale of the Notes and each Person person who controls any such underwriters Exchanging Dealer (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent and with the same limitations as provided above with respect to the indemnification of the HoldersHolders of the Notes. The foregoing notwithstanding, the Company shall not be liable to the extent that such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus that is a preliminary Prospectus if (i) such indemnified person failed to send or deliver a copy of the Prospectus with or prior to the delivery or written confirmation of the sale of the Notes giving rise to such losses, claims, damages or liabilities and (ii) the Prospectus would have corrected such untrue statement or omission.

Indemnification; Contribution. (ai) The Company shall shall, without limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each HolderStockholder, its respective officers and the officers, directors, and each Personmembers, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and employees of each of them, each Person who controls each such underwriters Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), the officers, directors, agents and employees of each such controlling person and any financial or investment adviser (each, an "Indemnified Stockholder" ), to the same fullest extent lawful, from and against any and all losses, claims, damages, liabilities, actions or proceedings (whether commenced or threatened) reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (including reasonable expenses of investigation) (collectively, "Losses"), as provided above with respect incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus or form of prospectus or in any amendment or supplements thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the indemnification extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in writing by the Company to such Stockholder expressly for use in such Registration Statement or prospectus and that such statement or omission was reasonably relied upon by such Stockholder in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that the Company shall not be liable in any such case to the extent that the Company has furnished in writing to such Stockholder within a reasonable period of time prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to such Stockholder, and such Stockholder failed to include such information therein; provided, further, however, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter(s) within the meaning of the HoldersSecurities Act to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (A) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (B) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (C) the Company has complied with its obligations under Section 4(e)(iii). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Stockholder.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless each Holderthe Holders, its respective officers their officers, directors and directorsMembers, and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act any agent or Section 20 of the Exchange Act and any agents, representatives or advisers investment adviser thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationexpenses) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders. Notwithstanding the foregoing provisions of this Section 13(a), the Company shall not be liable to the Holders, any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under this Section 13 for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that arises out of an untrue statement or alleged untrue statement or omission or alleged omission in the preliminary Prospectus if the Holders, or other Person on behalf of the Holders, failed to send or deliver a copy of a final Prospectus to the Person asserting the claim prior to the written confirmation of the sale of the Registrable Securities to such Person and such statement or omission was corrected in such final Prospectus and the Company had previously and namely furnished sufficient copies thereof to the Holders in accordance with this Agreement.

Indemnification; Contribution. (a) The If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To the extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling Holder, its respective officers and directors, and each Person, if any, who controls such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 Act, and each officer, director, partner, and employee of the Exchange Act such Selling Holder and such controlling Person, against any agents, representatives or advisers thereof against and all losses, claims, damages, liabilities and expenses (joint or several), including reasonable attorneys’ ' fees and disbursements and expenses and reasonable costs of investigation) , incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising investigation, or to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any Registration Statement, any Prospectus preliminary prospectus or preliminary Prospectusfinal prospectus contained therein, or any amendment amendments or supplement to any of the foregoing, supplements thereto; (ii) any The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, ; or (iii) any Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States federal, applicable state securities law or common law any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; provided, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise extent that it arises out of or are is based upon, any such untrue statement or omission made upon a Violation which (i) occurs in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel indemnified party expressly for use therein. In in connection with such registration or (ii) arises from an Underwritten Offering, untrue statement or omission of a material fact contained in a preliminary prospectus if such untrue statement or omission was corrected in a subsequent preliminary prospectus or the final prospectus and copies of any such subsequent preliminary prospectus or final prospectus have been made available by the Company to the Underwriters (or the Selling Holders in the case of a non-underwritten offering). The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the underwriters thereofdistribution, their officers, directors and directors, agents and employees and each Person person who controls such underwriters persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Selling Holders. 7.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation (i) occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration or (ii) arises out of the failure to distribute by the Underwriters (or the Selling Holders in the case of a non- underwritten offering) of any preliminary prospectus or prospectus made available by the Company to the Underwriters (or such Selling Holders, as the case may be) which corrects an untrue statement or omission of a material fact contained in a previous preliminary prospectus; provided, however, that (x) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, and (y) in no event shall the amount of any indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering received by such Selling Holder. 7.3. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 7, such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel reasonably satisfactory to each of the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 7. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, 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 in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties. No indemnifying party shall be liable to an indemnified party for any settlement of any action, proceeding or claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. 7.4. If the indemnification required by this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to in this Section 7: (i) The indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any Violation has been committed by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.1 and Section 7.2, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 7.4(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 7.5. If indemnification is available under this Section 7, the indemnifying parties shall indemnify each indemnified party to the full extent provided in this Section 7 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 7.4. 7.6. The obligations of the Company and the Selling Holders of Registrable Securities under this Section 7 shall survive the completion of any offering of Registrable Securities pursuant to a registration statement under this Agreement, and otherwise. Section 8.

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless each Holder, its their respective officers and directors, and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ ' fees and expenses and reasonable costs of investigation) (collectively, "Damages") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, upon any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to indemnify any Person whose conduct has been determined by a final non-appealable judgment of a court of competent jurisdiction to constitute bad faith, gross negligence or willful misconduct. Subject to Section 11(b) hereof, the Company shall not be responsible hereunder for the fees and expenses of more than one counsel (together with local counsel, if any) for the indemnified parties. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders.

Indemnification; Contribution. (aA) The Company shall agrees to indemnify and hold harmless each HolderHolder covered by the Shelf Registration Statement, its respective officers and each Initial Purchaser, the directors, officers, employees, Affiliates and agents of each such Holder or Initial Purchaser and each Person, if any, person who controls any such Holder or Initial Purchaser within the meaning of either Section 15 of the Securities 1933 Act or the 1934 Act (collectively, the “Section 20 of the Exchange Act 4 Persons”) against any and any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationor actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement as originally filed or in any Registration Statementamendment thereof, or in any preliminary Prospectus or preliminary the Prospectus, or in any amendment thereof or supplement to any thereto, or arise out of or are based upon the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a any preliminary Prospectus or a preliminary the Prospectus, in the light of the circumstances then existingunder which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or (iii) any violation or alleged violation other expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company it in connection with investigating or defending any such registration except loss, claim, damage, liability or action; provided, however, that the Company will not be liable in each any such case insofar as to the same arise extent that any such loss, claim, damage or liability arises out of or are is based upon, upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by or on behalf of the Holders party claiming indemnification specifically for inclusion therein and provided, further that the foregoing indemnity agreement with respect to any preliminary Prospectus shall not inure to the benefit of any Section 4 Person if it shall be established that a copy of the Prospectus (as amended or their counsel expressly for use therein. In connection with an Underwritten Offering, supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Section 4 Person to the Person asserting such losses, claims, damages or liabilities, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such Person and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability, and if the Company had previously furnished copies thereof to such Section 4 Persons. This indemnity agreement shall be in addition to any liability that the Company may otherwise have. The Company also agrees to indemnify as provided in this Section 4(A) or contribute as provided in Section 4(D) hereof to Losses of each underwriter, if any, of Securities registered under the underwriters thereofShelf Registration Statement, their its directors, officers, directors and employees, Affiliates or agents and each Person person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to underwriter on substantially the same extent basis as provided above with respect to that of the indemnification of the HoldersInitial Purchasers and the selling Holders provided in this paragraph (A) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 3(N) hereof.

Indemnification; Contribution. (a) The Company shall By CB&I. To the extent permitted by law, (i) CB&I will indemnify and hold harmless PDM, ------- each Holder, of its respective officers and directors, and each Person, if any, who controls such Holder person controlling PDM within the meaning of either Section 15 of the Securities Act Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 20 15 of the Exchange Act and any agentsSecurities Act, representatives or advisers thereof against all lossesexpenses, claims, damageslosses, damages or liabilities and expenses (or actions or proceedings in respect thereof), including reasonable attorneys’ fees and expenses and reasonable costs any of investigation) the foregoing incurred by such party pursuant to in settlement of any actual litigation, commenced or threatened actionthreatened, suit, proceeding or investigation arising out of or based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectus prospectus, offering circular or preliminary Prospectusother document, or any amendment or supplement thereto, incident to any of the foregoingsuch registration, (ii) qualification or compliance, or based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (except insofar as the same are caused by or contained in the case of any information furnished in writing to CB&I by PDM expressly for use therein or by PDM's failure to deliver a Prospectus or a preliminary Prospectus, in light copy of the circumstances then existing) not misleadingprospectus or any amendments or supplements thereto after CB&I has furnished PDM with a sufficient number of copies of the same), or (iii) any violation by CB&I of the Securities Act or alleged violation by the Company of any United States federal, state or common law rule or regulation promulgated under the Securities Act applicable to the Company and relating to action required of or inaction by the Company CB&I in connection with any such registration except registration, qualification or compliance, and (ii) CB&I will reimburse PDM, each of its officers, directors, and each person controlling PDM, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in each connection with investigating, preparing, settling or defending any such claim, loss, damage, liability or action, provided, in the case insofar as the same arise out of or are based upon(i) and (ii), any such untrue statement or omission made in reliance indemnification by CB&I shall be proportionate to reflect the relative fault of CB&I on the one hand, and in conformity with written information PDM on the other, with respect to the Holders furnished statements or omissions which resulted in writing such expenses, claims, losses, damages, liabilities or action in respect thereof, as well as any other equitable considerations. The relative fault shall be determined by reference to whether the Company untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Holders CB&I or their counsel expressly for use therein. In connection with an Underwritten OfferingPDM, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 intent of the Securities Act parties and their relative knowledge, access to information and opportunity to correct or Section 20 of the Exchange Act) prevent such statement or omission, but not by reference to the same extent as provided above with respect to the indemnification of the Holders.stock ownership in CB&I.

Indemnification; Contribution. (a) The Company Issuer shall indemnify and hold harmless each Holder, each of its respective officers and directors, officers (and partners and managers, as applicable), each Personunderwriter of Registrable Securities and Indemnified Affiliates of each of them, if anyagainst any losses, who controls expenses, claims, damages or liabilities (or actions in respect thereof), joint or several, to which such Holder within the meaning of either Section 15 of Holder, underwriter or Indemnified Affiliate may become subject under the Securities Act or Section 20 otherwise, including reasonable costs of the Exchange Act investigation and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities reasonable attorney’s fees and expenses (including each, a “Liability” and collectively, “Liabilities”) and will reimburse such Holders, underwriters and Indemnified Affiliates for any reasonable attorneys’ fees and legal or any other expenses and reasonable costs of investigation) incurred by in connection with investigating, defending or settling any such party pursuant Liability, in each case to any actual the extent such Liabilities directly or threatened action, suit, proceeding or investigation arising indirectly arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, registration statement under which such Registrable Securities were registered under the Securities Act or any Prospectus or preliminary Prospectuscontained therein, or any amendment or supplement to thereof, or any of the foregoingDisclosure Package, (ii) any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a Prospectus or a preliminary any such Prospectus, in light of the circumstances then existing) under which they were made, not misleading, misleading or (iii) any violation or alleged violation by the Company Issuer of any United States federal, state or common law rule or regulation applicable to promulgated under the Company Securities Act or any state securities laws, and relating to action required of shall reimburse each such Holder, underwriter and Indemnified Affiliate for any reasonable legal or inaction by the Company any other expenses incurred in connection with investigating, defending or settling any such registration except Liability; provided, that the Issuer shall not be liable in each any such case insofar as to the same arise extent that any Liability arises out of or are is based upon, on any such untrue statement or omission made in reliance on based upon and in conformity with written information with respect furnished to the Holders furnished in writing to the Company Issuer by the Holders an instrument duly executed by such Holder or their counsel expressly underwriter specifically for use therein. In (b) Each Holder shall, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration is being effected, indemnify and hold harmless the Issuer, each of its directors, officers (and partners and managers, as applicable), each underwriter, if any, of the Issuer’s securities covered by such a registration statement and each other such Holder and Indemnified Affiliates of each of them against all Liabilities arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or any Prospectus contained therein, or any amendment or supplement thereof, or any Disclosure Package or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of any such Prospectus, in light of the circumstances under which they were made, not misleading, and will reimburse the Issuer, such Holders, underwriters and Indemnified Affiliates for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such Liability, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or any Prospectus contained therein, or any amendment or supplement thereof, or any Disclosure Package, in reliance upon and in conformity with written information furnished to the Issuer by an Underwritten Offeringinstrument duly executed by such Holder specifically for use therein; provided, however, the Company shall indemnify the underwriters thereoftotal amount for which any Holder, their its officers, directors and agents partners, and each any Person who controls controlling such underwriters Holder, shall be liable under this Section 3.8(b) shall not in any event exceed the aggregate net proceeds received by such Holder from the sale of Registrable Securities sold by such Holder in such registration. (c) Each party entitled to indemnification under this Section 3.8 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has received written notice of any action, suit, proceeding or investigation or threat thereof as to which indemnity may be sought; provided, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure resulted in actual detriment to the Indemnifying Party. (d) If the indemnification provided for in this Section 3.8 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Liability referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liability in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and of the Indemnified Party, on the other hand, in connection with the statements or omissions which resulted in such Liability as well as any other relevant equitable considerations. The relevant fault of the Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information concerning the matter with respect to which the claim was asserted and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the amount any Holder shall be obligated to contribute pursuant to this Section 3.8(d) shall be limited to an amount equal to the net proceeds to such Holder of the Registrable Securities sold pursuant to the registration statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which the Holder has otherwise been required to pay in respect of such Liability or any substantially similar Liability arising from the sale of such Registrable Securities). The parties agree that it would be neither just nor equitable if contribution pursuant to this Section 3.8(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentences. No Person guilty of fraudulent misrepresentation (within the meaning of Section 15 11(f) of the Securities Act or Section 20 of the Exchange Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The indemnification and contribution provided by this Section 3.8 shall be a continuing right to indemnification and shall survive the registration and sale of any securities by any Person entitled to indemnification and contribution hereunder and the expiration or termination of this Agreement. (f) Notwithstanding the foregoing, to the same extent as provided above that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with respect to an underwritten public offering are in conflict with the indemnification of foregoing provisions, the Holders.provisions in such underwriting agreement shall control. 3.9

Indemnification; Contribution. (a) Indemnification by the ----------------------------- ---------------------- Company. The Company shall agrees to indemnify and hold harmless each Holder, its respective officers and directors, and each ------- Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and any the officers, directors, agents, representatives or advisers thereof general and limited partners, and employees of each Holder and each such controlling person from and against any and all losses, claims, damages, liabilities liabilities, and reasonable expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual directly or threatened action, suit, proceeding or investigation indirectly arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus registration statement or preliminary Prospectus, prospectus relating to the Registrable Securities or in any amendment or supplement to thereto or in any preliminary prospectus, or arising out of the foregoing, (ii) or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same such losses, claims, damages, liabilities or reasonable expenses arise out of of, or are based upon, any such untrue statement or omission made in reliance on and in conformity with written or allegation thereof based upon information with respect to the Holders furnished in writing to the Company by the Holders such Holder or their counsel on such Holder's behalf expressly for use therein. In ; and the Company will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by them in connection with an Underwritten Offeringenforcing their rights hereunder, the Company shall indemnify the underwriters thereofprovided, their officershowever, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above that with respect to any untrue statement -------- ------- or omission or alleged untrue statement or omission made in any preliminary prospectus, the indemnification indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, damage, liability or expense results from the fact that a current copy of the Holdersprospectus was not sent or given to the Persons asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that (i)(A) it was the responsibility of such Holder to provide such person with a current copy of the prospectus, (B) such Holder was provided with a current copy of the prospectus prior to the written confirmation of sale and (C) such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense or (ii) the Holder provided a prospectus to any Person in violation of the last paragraph of Section 3 hereof.

Indemnification; Contribution. (a) The Company shall Agilent and World Trade jointly and severally agree to indemnify and hold harmless each HolderXxxxxxx Xxxxx and its affiliates, its respective officers and directors, officers, employees, agents and controlling persons (Xxxxxxx Xxxxx and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act other person being an “Indemnified Party”) from and against any agents, representatives or advisers thereof against and all losses, claims, damagesdamages and liabilities, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by joint or several, to which such party pursuant Indemnified Party becomes subject under any applicable law, or otherwise related to any actual or threatened action, suit, proceeding or investigation arising out of or based upon in connection with (ia) any transaction contemplated by this Agreement, and (b) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus information (whether oral or preliminary Prospectus, written) or documents furnished or made available by World Trade or Agilent or any amendment of their affiliates in connection with any transaction contemplated pursuant to this Agreement or supplement to any of the foregoing, (ii) any omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus or a preliminary Prospectusnot misleading, in light of the circumstances then existing) not misleadingunder which they were made; provided, or however, that neither Agilent nor World Trade shall be liable, in the case of this clause (iii) any violation or alleged violation by the Company of any United States federalb), state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with extent that any such registration except in each case insofar as the same losses, claims, damages or liabilities arise out of or are based upon, any on such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect relating to Xxxxxxx Xxxxx (or the Holders relevant affiliate thereof) furnished in writing to the Company Agilent or World Trade by the Holders or their counsel Xxxxxxx Xxxxx expressly for use therein. In no event shall Agilent or World Trade be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all Indemnified Parties in connection with an Underwritten Offeringany one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Agilent and World Trade jointly and severally agree to promptly reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising from any of the Company matters referred to in the preceding sentence, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of World Trade or Agilent or the relevant issuer or whether or not resulting in any liability. Neither Agilent nor World Trade shall be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, Agilent and World Trade jointly or severally agree to indemnify the underwriters thereofIndemnified Party from and against any loss or liability by reason of such settlement or judgment. Agilent and World Trade further jointly and severally agree not to assert any claim against any Indemnified Party for consequential, their officers, directors and agents and each Person who controls such underwriters punitive or exemplary damages on any theory of liability in connection with the transactions described in or contemplated by this Agreement. Neither Agilent nor World Trade shall be liable to an Indemnified Party under clause (within the meaning of Section 15 a) of the Securities Act foregoing indemnification provision to the extent that any loss, claim, damage, liability or Section 20 expense is finally determined by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, gross negligence or willful misconduct. If the indemnification of an Indemnified Party provided for in this Agreement is for any reason held unenforceable, Agilent and World Trade jointly and severally agree to contribute to the losses, claims, damages or liabilities for which such indemnification is held unenforceable (a) in such proportion as is appropriate to reflect the relative benefits to World Trade and Agilent, on the one hand, and Xxxxxxx Xxxxx, on the other hand, of the Exchange Actrelevant transaction contemplated pursuant to this Agreement, or (b) (but only if) the allocation provided for in clause (a) is for any reason prohibited by law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) but also World Trade and Agilent’s relative fault, on the one hand, and the relative fault of Xxxxxxx Xxxxx, on the other hand, as well as any other relevant equitable considerations. Agilent and World Trade jointly and severally agree that for the purposes of this paragraph the relative benefits to World Trade and Agilent, on the one hand, and to Xxxxxxx Xxxxx, on the other hand, shall be deemed to be in the same proportion that the total value received or contemplated to be received by World Trade and/or Agilent in any transactions contemplated pursuant to this Agreement bears to the same extent as provided above fees paid or to be paid to Xxxxxxx Xxxxx with respect to such transaction; provided, however, that, to the extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute in respect of a specific transaction an aggregate amount in excess of the fees actually paid in such transaction to Xxxxxxx Xxxxx. The foregoing contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. No investigation or failure to investigate by any Indemnified Party shall impair the foregoing indemnification and contribution agreement or any other right an Indemnified Party may have. Agilent and World Trade jointly and severally agree that, without Xxxxxxx Xxxxx’x prior written consent, neither World Trade nor Agilent nor any of their affiliates or subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions of this Agreement (whether or not Xxxxxxx Xxxxx or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (a) includes an unconditional written release, in form and substance satisfactory to Xxxxxxx Xxxxx and each Indemnified Party, from all liability arising out of such claim, action or proceeding and (b) does not include any statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any Indemnified Party. In the Holdersevent that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Agilent or any of its subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, World Trade and Agilent agree to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and expenses of its legal counsel.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each HolderHolder of Registrable Securities, its respective officers and the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person, if any, Person who controls any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and against any agentsand all losses, representatives claims, damages, liabilities, expenses and actions to which they or advisers thereof against all any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationor actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any Prospectus amendment thereof or preliminary Prospectussupplement thereto, or any amendment arise out of or supplement to any of are based upon the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a the Disclosure Package, or any preliminary, final or summary Prospectus or a preliminary Prospectus, Free Writing Prospectus included in any such Registration Statement (in light of the circumstances then existingunder which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or (iii) any violation or alleged violation other expenses reasonably incurred by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company them in connection with investigating or defending any such registration except loss, claim, damage, liability, expense or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in each any case insofar as to the same arise extent that any such loss, claim, damage, liability or expense arises (i) out of or are is based upon, upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly on behalf of any such Holder specifically for use thereininclusion therein including, without limitation, any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 1(f)(ii) hereof. In connection with an Underwritten Offering, This indemnity clause will be in addition to any liability which the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersmay otherwise have.

Indemnification; Contribution. (aA) The In the event of a Shelf Registration Statement or in connection with any prospectus delivery pursuant to an Exchange Offer Registration Statement by an Initial Purchaser or Participating Broker-Dealer, the Company shall agrees to indemnify and hold harmless the Initial Purchasers, each Holder, its respective officers and directorseach Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls such Holder any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act and (collectively, the "Section 4 Persons"), against any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and or expenses (including the reasonable attorneys’ cost of investigating and defending against any claims therefore and counsel fees and incurred in connection therewith as such expenses and reasonable costs of investigationare incurred), joint or several, which may be based upon either the 1933 Act, or the 1934 Act, or any other statute or at common law, on the ground or alleged ground that any Registration Statement (or any amendment or supplement thereto) incurred by such party pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act or any actual Prospectus included therein (or threatened action, suit, proceeding any amendment or investigation arising out of supplement thereto) included or based upon (i) any untrue or alleged allegedly included an untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission omitted to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any unless such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission was made in reliance on upon, and in conformity with with, written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly any such Section 4 Person specifically for use therein. In connection with an Underwritten Offering, in the preparation thereof; provided that in no case is the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above be liable with respect to any claims made against any Section 4 Person unless such Section 4 Person shall have notified the indemnification Company in writing within a reasonable time after the summons or other first legal process giving information of the Holders.nature of the claim shall have been served upon such Section 4 Person, but 18

Indemnification; Contribution. (a) The Company shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each HolderStockholder in any offering or sale of Registrable Common Shares pursuant to this Agreement, its respective officers each Person, if any, who participates as an underwriter in any such offering and directorssale of Registrable Common Shares, and each Person, if any, who controls such Holder Stockholder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any their respective directors, trustees, officers, partners, agents, representatives or advisers thereof employees and affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses expenses, as incurred, and reasonable costs of investigationany amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, any Prospectus or preliminary Prospectus, Prospectus or any amendment or supplement to any of the foregoing, (ii) any omission Issuer Free Writing Prospectus or alleged omission to state therein a material fact any “issuer information” filed or required to be stated therein filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus or Prospectus, a preliminary Prospectus, an Issuer Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Stockholder furnished in writing to the Company by such Stockholder or its counsel expressly for use therein, (B) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the Company has advised the Stockholders that the filing of an amendment or supplement thereto is required, except such Prospectus, Issuer Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation or alleged violation by the Company of any United States federal, other federal or state securities laws or common law rule or regulation regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except registration. Notwithstanding the foregoing provisions of this Section 12(a), the Company shall not be liable to any such Stockholder or underwriter or to any other indemnified party under the indemnity agreement in each case insofar as the same this Section 12(a) for any Losses that arise out of or are based upon, upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Stockholder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission made or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in reliance on and in conformity with written information with respect an amendment or supplement to the Holders Prospectus and (B) having previously been furnished in writing by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Stockholder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning delivery of Section 15 written confirmation of the Securities Act sale of Registrable Common Shares by such Stockholder or Section 20 underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Exchange Act) to the same extent as provided above with respect to the indemnification of the HoldersRegistrable Common Shares by such indemnified party.

Indemnification; Contribution. (a) The Company shall Cambridge Heart agrees to indemnify and hold harmless each HolderAH&H (together with its affiliates and their respective control persons, its respective officers and directors, officers, employees and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof "Indemnified Persons") to the full extent lawful against any and all claims, losses, claims, damages, liabilities liabilities, costs and expenses as incurred (including all reasonable attorneys’ fees and disbursements of counsel and all reasonable travel and other out-of-pocket expenses reasonably incurred in connection with the investigation of, preparation for and reasonable costs defense of investigationany pending or threatened claim, action, proceeding or investigation and any litigation or other proceeding arising therefrom, to which an Indemnified Person may become subject) incurred by such party pursuant (collectively, "Damages") arising out of or related to any actual or proposed Transaction or AH&H's engagement hereunder; provided, however, that there shall be excluded from such indemnification any such portion of such Damages as are found in a final judgment by a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence on the part of the Indemnified Person, other than any action undertaken at the request or with the consent of Cambridge Heart. The foregoing indemnification obligation is in addition to, and not in limitation of, any other rights AH&H may have, including but not limited to any right of contribution. In the event that the foregoing indemnity is unavailable or insufficient to hold harmless an Indemnified Person, then Cambridge Heart shall contribute to amounts paid or payable by an Indemnified Person in respect of such Damages in such proportion as appropriately reflects the relative benefits received by it on the one hand and AH&H on the other. If applicable law does not permit allocation solely on the basis of benefits, then such contribution shall be made in such proportion as appropriately reflects both the relative benefits and relative fault of the parties and other relevant equitable considerations. The foregoing is subject to the limitation that in no event shall AH&H's aggregate contributions in respect of Damages exceed the amount of fees actually received by AH&H pursuant to this Agreement. For purposes hereof, relative benefits to Cambridge Heart and AH&H of the Transaction or other similar transaction shall be deemed to be in the same proportion that the total value paid or received or contemplated to be paid or received by Cambridge Heart and/or its security holders in connection with the Transaction or other similar transaction bears to the fees paid to AH&H pursuant to its engagement in respect of such Transaction. AH&H shall promptly notify Cambridge Heart of any claim or threatened claim being asserted against AH&H which would give rise to an indemnification hereunder, and agrees that Cambridge Heart shall have the right to participate in the defense of any such Cambridge Heart, Inc. September 5, 2002 Page 7 claim and, to the extent that Cambridge Heart shall wish, to assume the defense thereof and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, AH&H shall have the right to retain its own counsel at Cambridge Heart's expense. Cambridge Heart will not enter into any waiver, release or settlement with respect to any threatened or pending claim, action, suit, proceeding or investigation or settle any litigation arising therefrom in respect of which indemnification hereunder may be sought (whether or not Indemnified Persons are a formal party thereto) without the prior written consent of AH&H (which consent shall not be unreasonably withheld or delayed), unless such waiver, release or settlement includes an unconditional release of AH&H from any and all liability arising out of such threatened or based upon (i) any untrue pending claim, action, proceeding, investigation or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus litigation. Under no circumstances shall this paragraph be modified or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersamended.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and hold harmless each Holder, its respective officers and directors, Holder and each Personperson, if any, who controls such any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any agents, representatives or advisers thereof against and all losses, claims, damagesdamages and liabilities (including, liabilities and without limitation, any legal or other expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationreasonably incurred in connection with defending or investigating any such action or claim) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, Statement or any amendment thereof, including all documents incorporated therein by reference, or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus (or amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration ; except in each case insofar as the same arise out of such losses, claims, damages or liabilities are based upon, caused by any such untrue statement or omission made in reliance on and in conformity with written or alleged untrue statement or omission based upon information with respect relating to the Holders any Holder furnished in writing to the Company in writing by the Holders or their counsel such Holder expressly for use therein. In connection with an Underwritten Offering, the The Company shall also indemnify each Exchanging Dealer participating in the underwriters thereof, their officers, directors offering and agents sale of the Notes and each Person person who controls any such underwriters Exchanging Dealer (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent and with the same limitations as provided above with respect to the indemnification of the HoldersHolders of the Notes. The foregoing notwithstanding, the Company shall not be liable to the extent that such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus that is a preliminary Prospectus if (i) such indemnified person failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of the Notes giving rise to such losses, claims, damages or liabilities and (ii) the Prospectus would have corrected such untrue statement or omission.

Indemnification; Contribution. (a) The Company shall Each of the Issuers, jointly and severally, agrees to indemnify and hold harmless each HolderHolder of Registrable Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, its respective officers the Affiliates, officers, directors, representatives, employees and directorsagents of each such Person, and each Person, if any, who controls any such Holder Person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Participant"), from and against any agents, representatives or advisers thereof against and all losses, claims, damages, judgments, liabilities and reasonable expenses (including including, without limitation, the reasonable attorneys’ legal fees and other expenses and reasonable costs of investigation) actually incurred by such party pursuant to in connection with any actual or threatened action, suit, action or proceeding or investigation any claim asserted) caused by, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, Statement (or any amendment thereto) or supplement to Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by, arising out of the foregoing, (ii) or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a the Prospectus or a preliminary Prospectus, in light of the circumstances then existing) under which they were made, not misleading; provided, however, that the Issuers will not be liable (i) in any such case to the extent that any such loss, claim, damage, or (iii) liability arises out of or is based upon any violation untrue statement or alleged violation by the Company of untrue statement or omission or alleged omission made in reliance upon and in conformity with information relating to any United States federal, state or common law rule or regulation applicable Participant furnished to the Company and relating in writing by such Participant expressly for use therein or (ii) in any such case with respect to action required any preliminary prospectus, to the extent that any such loss, claim, damage or liability arises solely from the fact that the Participant sold Registrable Notes to a person to whom there was not sent or given a copy of the Prospectus contained in the Registration Statement at the time it became effective at or inaction by prior to the written confirmation of such sale if the Company in connection with any shall have previously furnished copies thereof to the Participant and such registration except in each case insofar as the same arise out of or are based upon, Prospectus would have corrected any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersomission.

Indemnification; Contribution. (a) Indemnification by the Company. The Company shall agrees to indemnify ------------------------------ and hold harmless each Holder, its respective officers the Purchaser from and directors, against any and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus Statement or preliminary Prospectus, prospectus contained therein or in any amendment or supplement to thereto or in any preliminary prospectus, or arising out of the foregoing, (ii) or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same such losses, claims, damages, liabilities or expenses arise out of of, or are based upon, any such untrue statement or omission made in reliance on and in conformity with written or allegation thereof based upon information with respect to the Holders furnished in writing to the Company by the Holders Purchaser or their counsel on the Purchaser's behalf expressly for use therein. In connection with an Underwritten Offeringtherein and; provided, the Company shall indemnify the underwriters thereoffurther, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above that with respect to -------- ------- any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, the indemnification indemnity agreement contained in this subsection shall not apply to the extent that any such loss, claim, damage, liability or expense results from the fact that a current copy of the Holdersprospectus was not sent or given to the person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities to such person if it is determined that it was the responsibility of the Purchaser to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense.

Indemnification; Contribution. (a) The Company shall agrees to indemnify and ----------------------------- hold harmless each Holder, its respective officers and directors, of the Underwriters and each Personperson, if any, who controls such Holder any of the Underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against (i) any and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened actionwhatsoever, suitas incurred, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus or preliminary Prospectus, Statement (or any amendment or supplement thereto), including any information deemed to any be a part thereof pursuant to Rule 430A(b) of the foregoingRegulations, (ii) any or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus relating to the Securities or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) under which they were made, not misleading; (ii) any and all losses, claims, damages, liabilities and expenses whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or (iii) any violation investigation or alleged violation proceeding by the Company any governmental agency or body, commenced or threatened, or of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are claim whatsoever based upon, upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to the last sentence of Section 9(c) hereof) any such settlement is effected with the written consent of the Company; and (iii) any and all expense whatsoever, as incurred (including, subject to Section 9(c) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that the indemnity agreement contained in this Section 9(a) shall not (A) apply to any such losses, claims, damages, liabilities or expenses to the extent arising out of any such untrue statement or alleged untrue statement, or any such omission or alleged omission, made in reliance on upon and in conformity with written information with respect to the Holders furnished in writing to the Company Company, through the Representatives by the Holders or their counsel any Underwriter, expressly for use therein. In connection with an Underwritten Offering, in the Company shall indemnify Registration Statement (or any amendment thereto) or any preliminary prospectus relating to the underwriters thereof, their officers, directors and agents and each Person Securities or the Prospectus (or any amendment or supplement thereto) or (B) inure to the benefit of any Underwriter or any person who controls such underwriters (Underwriter within the meaning of Section 15 of the Securities Act on account of any such losses, claims, damages, liabilities or Section 20 expenses arising from the sale of any of the Exchange Act) Securities to any person if any amendment or supplement to the same extent as provided above with respect Prospectus (excluding any document incorporated or deemed to be incorporated by reference therein), furnished to the indemnification Representatives by the Company prior to the sending or giving of the Holderswritten confirmation of such sale to such person, was not sent or given by or on behalf of such Underwriter to such person with or prior to such written confirmation and any such untrue statement or alleged untrue statement, or any such omission or alleged omission, was corrected in such Prospectus.

Indemnification; Contribution. (a) The Company To the extent permitted by law, Hybridon shall indemnify and hold harmless each Holder, its respective officers and directors, Holder and each Person, if any, who controls person controlling such Holder within the meaning of either Section 15 of the Securities Act Act, with respect to which any registration, qualification or Section 20 compliance has been effected pursuant to this Article II, against all claims, losses, damages and liabilities (or action in respect thereof), including any of the Exchange Act and foregoing incurred in settlement of any agentslitigation, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual commenced or threatened action(subject to Subsection 7(c) below), suit, proceeding or investigation arising out of or based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statementregistration statement, any Prospectus prospectus or preliminary Prospectusoffering circular, or any amendment or supplement thereof, incident to any of the foregoingsuch registration, (ii) qualification or compliance, or based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectusnot misleading, in light of the circumstances then existing) not misleadingin which they were made, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company shall reimburse each Holder and each person controlling such Holder for legal and other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred; provided that Hybridon shall not be liable in any such case to the extent that any untrue statement or omission or allegation thereof is made in reliance upon and in conformity with information furnished to Hybridon by or on behalf of such Holder and stated to be specifically for use in preparation of such registration except statement, prospectus or offering circular; provided, further, that Hybridon shall not be liable in each any such case insofar as where the same arise claim, loss, damage or liability arises out of or are based uponis related to the failure of the Holder to comply with the covenants and agreements contained in this Article II respecting sales of Registrable Securities, and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance the preliminary prospectus but eliminated or remedied in the amended prospectus on and file with the Commission at the time the registration statement becomes effective or in conformity the amended prospectus filed with written information with respect the Commission pursuant to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 Rule 424(b) of the Securities Act or Section 20 in the prospectus subject to completion and term sheet under Rule 434 of the Exchange Securities Act, which together meet the requirements of Section 10(a) of the Securities Act (the "Final Prospectus"), such indemnity agreement shall not inure to the same extent as provided above with respect benefit of any such Holder or any such controlling person, if a copy of the Final Prospectus furnished by Hybridon to the indemnification of Holder for delivery was not furnished to the Holdersperson or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act and the Final Prospectus would have cured the defect giving rise to such loss, liability, claim or damage.

Indemnification; Contribution. (a) The Company shall indemnify agrees to indemnify, defend and hold harmless each Initial Purchaser, each Holder, its respective officers and directors, and each person (a “Controlling Person”), if any, who controls such any Initial Purchaser or Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, the Holders or any Controlling Person (each, a “Holder Indemnified Party”), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Holder Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the same extent as Company expressly for use in, any Shelf Registration Statement or any Prospectus; provided above with respect further, however, that this indemnity agreement will be in addition to any liability which the indemnification of the HoldersCompany may otherwise have to such Holder Indemnified Party.

Indemnification; Contribution. (aa.) The In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to Sections 2.1, 2.2 or 2.3, the Company shall will indemnify and hold harmless each Holderseller of such Registrable Securities thereunder, its respective officers and directors, each underwriter of such Registrable Securities thereunder and each other Person, if any, who controls such Holder seller or underwriter within the meaning of either Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling Person may become subject under the Securities Act or Section 20 of the Exchange Act and any agentsotherwise, representatives or advisers thereof against all insofar as such losses, claims, damages, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationor actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statementregistration statement under which such Registrable Securities were registered under the Securities Act pursuant to Sections 2.1, 2.2 or 2.3, any Prospectus preliminary prospectus or preliminary Prospectusfinal prospectus contained therein, or any amendment or supplement to any of the foregoingthereof, (ii) any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States federal, state or common other securities law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with the offering covered by such registration statement and the Company will reimburse each such seller, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such registration except loss, claim, damage, liability or action, including amounts paid in each settlement thereof; provided, however, that the Company will not be liable in any such case insofar as if and to the same arise extent that any such loss, claim, damage or liability arises out of or are is based upon, any such upon an untrue statement or alleged untrue statement or omission made or alleged omission which occurs in reliance on and upon or in conformity connection with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In in connection with an Underwritten Offeringsuch registration by any such seller, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls any such underwriters (within the meaning of Section 15 of the Securities Act underwriter or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holdersany such controlling Person.

Indemnification; Contribution. (a) The Company shall will indemnify and hold harmless each Holder, Agent and its respective officers and directors, and each Person, if any, who controls affiliates (as such Holder within the meaning of either Section 15 term is defined in Rule 501(b) of the Securities 1933 Act or Section 20 of the Exchange Act Regulations (each, an “Affiliate”)), from and against any agents, representatives or advisers thereof against all losses, claims, damagesdamages or liabilities, joint or several, to which such Agent and its respective Affiliates may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigationor actions in respect thereof) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, any Prospectus Statement or preliminary the Prospectus, or any amendment or supplement thereto, any materials or information provided to any investors by, or with the approval of, the Company in connection with the marketing of the foregoingoffering of the Shares, (iiincluding any road show or investor presentations made to investors by the Company, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) any under the 1933 Act 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 a preliminary Prospectus, in light of the circumstances then existing) not misleading, and will reimburse the Agents and their respective Affiliates for any legal or other expenses (iii) any violation or alleged violation including the fees and disbursements of counsel chosen by the Company of any United States federal, state or common law rule or regulation applicable to the Company Agents) reasonably incurred by such Agent and relating to action required of or inaction by the Company its respective Affiliates in connection with investigating or defending any such registration except action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in each any such case insofar as to the same arise extent that any such loss, claim, damage or liability arises out of or are is based upon, any such upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance on upon and in conformity with written any information with respect relating to the Holders any Agent furnished in writing to the Company in writing by the Holders or their counsel such Agent expressly for use therein. In connection with an Underwritten Offering, it being understood and agreed that the Company shall indemnify only such information furnished by the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 Agents consists of the Securities Act or information described as such in in Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders14 hereof.

Indemnification; Contribution. (a) The Company shall indemnify In connection with any registration of Registrable Securities, Moelis Holdings will indemnify, defend and hold harmless each SMBC Unit-Holder, its respective affiliates, directors, officers and directors, SMBC Unit-Holders and each Person, if any, person who controls such SMBC Unit-Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”) from and against any agents, representatives or advisers thereof against and all direct losses, claims, damages, liabilities liabilities, obligations, costs and expenses (including, without limitation, as a result of any notices, actions, suits, proceedings, claims, demands, assessments, judgments, awards, costs, penalties, taxes and reasonable expenses, including reasonable attorneys’ and other professionals’ fees and expenses and reasonable costs of investigationdisbursements, but excluding any consequential damages) incurred (collectively “Losses”) caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any part of any Registration Statement, Statement or any Prospectus or preliminary Prospectus, or including any amendment or supplement to thereto, used in connection with the Registrable Securities or any of the foregoing, Issuer FWP or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existingunder which they were made) not misleading; provided, or (iii) however, that Moelis Holdings will not be required to indemnify any violation or alleged violation by the Company of Indemnified Person for any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, Losses resulting from any such untrue statement or omission if such untrue statement or omission was made in reliance on and in conformity with written information with respect to the Holders any Indemnified Person furnished to Moelis Holdings in writing to by, or on behalf of, any of the Company by the SMBC Unit-Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders.