Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. 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, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or 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 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 untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewith; (ii) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreement; 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 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 occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; 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, conditioned or delayed, 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 mutually satisfactory to the parties, acting reasonably; 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To the extent permitted by applicable law, the (a) 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 ActAct or Section 20 of the Exchange Act and any agents, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, representatives or advisers thereof against any and all losses, claims, damages, liabilities and expenses (joint or several), including reasonable attorneys’ fees and disbursements expenses and expenses reasonable costs 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 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 investigation arising 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 statementany Registration Statement, including any Prospectus or preliminary prospectus or final prospectus contained thereinProspectus, or any amendments amendment or supplements thereto or supplement to any documents filed under state securities or “blue sky” laws in connection therewith; of the foregoing, (ii) The 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 Prospectus, in light of the circumstances then existing) not misleading; or , or (iii) Any any violation or alleged violation by the Company of the Securities Actany United States federal, the Exchange Act, any applicable state securities or common law or any rule or regulation promulgated under applicable to the Securities Act, the Exchange Act or any applicable state securities law arising from or Company and relating to action required of or inaction by the Company in connection with the offer and sale of Registrable Securities pursuant to this Agreement; 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 registration except in each case insofar as the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises same arise out of or is are based upon a Violation which occurs upon, any such untrue statement or omission made in reliance upon on and in conformity with written information with respect to the Holders furnished in writing to the Company by the indemnified party Holders or their counsel expressly for use in therein. In connection with such registration; providedan Underwritten Offering, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 7.2. To the extent permitted by applicable law, each Selling Holder Company shall indemnify the underwriters thereof, their officers, directors and hold harmless the Company, agents and each of its directors, each of its officers who shall have signed the registration statement, each Person, if any, Person who controls the Company such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any other Selling Holder, any controlling ) to the same extent as provided above with respect to the indemnification of the Holders. (b) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party 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 occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; 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, conditioned or delayed, 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, proceeding or investigation or threat thereof made in writing for which such indemnified party may make a claim under indemnification or contribution pursuant to this Section 7, 13 (provided that failure to give such indemnified party notification shall deliver to not affect the obligations of the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right pursuant to participate in, and, this Section 13 except to the extent the indemnifying party so desiresshall have been materially prejudiced as a result of such failure). In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly noticednotified, to assume the defense thereof thereof, with counsel mutually reasonably satisfactory to the parties, acting reasonably; provided, however, that an such indemnified party (who shall have the right to retain its own counselnot, except with the fees and disbursements and expenses consent of the indemnified party, be counsel to be paid by the indemnifying party), if representation of and after notice from the indemnifying party to such indemnified party by of its election so to assume the counsel retained by defense thereof, the indemnifying party would shall not be inappropriate due liable 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 13 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the foregoing, if (i) the indemnifying party of any liability that it may shall not have employed counsel reasonably satisfactory to any such indemnified party otherwise than to take charge of the defense of such action within a reasonable time after notice of commencement of such action (so long as such failure to employ counsel is not the result of an unreasonable determination by such indemnified party that counsel selected pursuant to this Section 7. Any fees and expenses incurred by the immediately preceding sentence is unsatisfactory) or if the indemnifying party shall not have demonstrated to the reasonable satisfaction of the indemnified party its ability to finance such defense, or (including any fees and expenses incurred in connection with investigating ii) the indemnified party shall have reasonably concluded or preparing been advised by counsel that there may be legal defenses available to defend other indemnified parties to such action which could result in a conflict of interest for such counsel or proceeding) shall be paid prejudice the prosecution of the defenses available to the such 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 then such indemnified party shall have the right to employ separate counsel in any such actionof its choosing, 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). No indemnifying party shall be liable consent to an indemnified party for entry of any judgment or enter into any settlement without the consent (which consent, in the case of any an action, suit, claim or proceeding or claim without the written consent of the indemnifying partyexclusively seeking monetary relief, which consent shall not be unreasonably withheld) of the applicable indemnified party. 7.4. (c) If the indemnification required by this Section 7 from the indemnifying party provided for in this Section 13 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 therein, then 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 and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties party in connection with the actions or omissions which resulted in such losses, claims, damages, liabilities or and expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties party shall be determined by reference to, among other things, whether any Violation action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been committed made by, or relates to information supplied (in writing, in the case of the Holders) by, such indemnifying party or indemnified partiesparty, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationaction or omission. 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 7.213(b) hereof, any legal or and other fees or and expenses reasonably incurred by such indemnified 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 13(c) were determined by pro rata allocation or by any other method of allocation which does not take into account of the equitable considerations referred to above in this Section 7.4(i13(c). Any underwriter’s obligations in this Section 13(c) to contribute shall be several in proportion to the number of Registrable Securities underwritten by them and not joint. Notwithstanding the provisions of this Section 7.413(c), an indemnifying party that is a Selling Holder will not no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold underwritten by such indemnifying party it and distributed to the public were offered to the public exceeds the amount of any damages that which such indemnifying party underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. If indemnification is available under this Section 13, the indemnifying parties shall indemnify each indemnified party to the fullest extent provided in Section 13(a) hereof without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 13(c). (d) The provisions of this Section 13 shall be in addition to any liability which any party may have to any other party and shall survive any termination of this Agreement. The indemnification provided by this Section 13 shall survive the Transfer of such Registrable Securities by the Holders and shall remain in full force and effect irrespective of any investigation made by or on behalf of an indemnified party.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. 6.1 To the extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each affiliate, officer, director, partner, agent and employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or 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 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”): (ia) Any untrue statement or alleged untrue statement of a material fact contained in such registration statementthe Registration Statement, including any preliminary prospectus Prospectus or final prospectus Prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewiththereto; (iib) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iiic) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreementlaw; provided, however, that the indemnification required by this Section 7.1 6.1 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which that occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 6 shall not apply to any underwriter Holder to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter Holder was under an obligation to deliver such final prospectus and failed to do so. 7.2. 6.2 To the extent permitted by applicable law, each Selling Holder Holder, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statementRegistration Statement, and 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)expenses, 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 occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; provided, however, that (x) the indemnification required by this Section 7.2 6.2 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. Notwithstanding the foregoing, conditioned or delayed, and (y) in no event shall the amount liability of any indemnity the Holder under this Section 7.2 exceed 6.2 shall be limited in an amount equal to the gross net proceeds from the applicable offering received sale of the shares sold by such Selling Holder, unless such liability arises out of or is based on willful conduct or gross negligence by such Holder. 7.3. 6.3 Promptly after receipt by an indemnified party under this Section 7 6 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 76, 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 mutually satisfactory to the parties, acting reasonably; 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 6 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 76. 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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. 6.4 If the indemnification required by this Section 7 6 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to in this Section 76: (ia) 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 (i) the relative benefits received by the indemnifying party or parties, on the one hand and the indemnified party on the other from the sale of the Registrable Securities, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party on the one hand and indemnified parties on the other 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 6.1 and Section 7.26.2, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (iib) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 6.4 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(i6.4(a). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. (c) Notwithstanding the provisions of this Section 6.4, a Holder shall not be required to contribute any amount or make any other payments under this Agreement that in the aggregate exceed the net proceeds received by the Holder from the sales of the Registrable Securities of the Company. 6.5 The obligations of the Company and the selling Holders of Registrable Securities under this Section 6 shall survive the completion of any offering of Registrable Securities pursuant to a registration statement under this Agreement, and otherwise.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To the extent permitted by applicable law(a) The Company agrees to indemnify, the Company shall indemnify defend and hold harmless each Selling Holder, Holder and each Person, if any, person who controls such Selling any Holder within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act (each, a "Holder Indemnified Party"), from and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, against any and all lossesloss, claimsdamage, damagesexpense, liabilities and expenses liability or claim (joint or several), including attorneys’ fees and disbursements and expenses the reasonable cost of investigation, incurred by ) which such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or other federal or state lawsotherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liabilities and expenses arise liability or claim arises out of or are is based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus or final prospectus contained thereinprospectus, or arises out of or is based upon any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewith; (ii) The 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, 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 Company expressly for use therein. (iiib) Any violation or alleged violation by Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the Securities Act, Act or Section 20 of the Exchange ActAct (each, a "Company Indemnified Party") from and against any applicable state securities law loss, damage, expense, liability or any rule or regulation promulgated claim (including the reasonable cost of investigation) which such Company Indemnified Party may incur under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreement; providedotherwise, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in settlement of any insofar as such loss, claimdamage, damageexpense, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it claim arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material factfact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or an arises out of or is based upon any omission or alleged omission to state a material fact, contained fact required to be stated in any Shelf Registration Statement or omitted from in any preliminary prospectus if amendment or supplement thereto or necessary to make the final prospectus shall correct such untrue statement or alleged untrue statementstatements therein not misleading, or such arises out of or is based upon any omission or alleged omissionomission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, and a copy in the light of the final prospectus has circumstances under which they were made, not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 7.2. To the extent permitted by applicable lawmisleading, 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 occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registrationinformation. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) If any action, suit or proceeding (each, a "Proceeding") is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) of this Section 6, such person (the "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Party") in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that (x) the indemnification required by this Section 7.2 shall not apply omission to amounts paid in settlement of any notify 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, conditioned or delayed, 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 mutually satisfactory to the parties, acting reasonably; 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 Indemnifying Party shall not relieve the indemnifying party of such Indemnifying Party from any liability that which it may have to any indemnified party otherwise than pursuant to this Section 7such Indemnified Party or otherwise. 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 Such Indemnified Party shall have the right to employ separate its own counsel in any such action, claim or proceeding and to participate in the defense thereofcase, but the fees and expenses of such counsel shall be at the expenses expense of such indemnified party Indemnified Party unless (i) the indemnifying party has agreed to pay employment of such fees and expenses or (ii) the indemnifying party counsel shall have failed to promptly assume been authorized in writing by such Indemnifying Party in connection with the defense of such action, claim Proceeding or proceeding such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof 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 Indemnified Party shall have been advised by reasonably concluded upon the written advice of counsel that there may be one or more legal defenses available to it which that are different from from, additional to or in addition to conflict with 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 Indemnifying Party (in which case, if case 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 Indemnifying Party shall not have the right to assume direct that portion of the defense of such action, claim or proceeding Proceeding on behalf of the Indemnified Party, but such indemnified partyIndemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that the indemnifying party such 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, not be liable for the reasonable fees and expenses of more than one separate firm counsel in any one Proceeding or series of attorneys (related Proceedings together with appropriate reasonably necessary local counsel) counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such additional counsel or counsels). No indemnifying party Indemnifying Party agrees that it shall be liable to an indemnified party for any settlement of any actionProceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, proceeding or claim (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days' prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the indemnifying partysubject matter of such Proceeding and does not include an admission of fault, which consent shall not be unreasonably withheldculpability or a failure to act, by or on behalf of such Indemnified Party. 7.4. (d) If the indemnification required by provided for in this Section 7 from the indemnifying party 6 is unavailable to an indemnified party hereunder Indemnified Party under subsections (a) and (b) of this Section 6 in respect of any losses, claimsdamages, damagesexpenses, liabilities or expenses claims referred to in this Section 7: (i) The indemnifying partytherein, then each applicable Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claimsdamages, damagesexpenses, liabilities or expenses claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holders on the other hand from the offering of the Registrable Securities 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 indemnifying party Company on the one hand and indemnified parties of the Holders on the other in connection with the actions statements or omissions which resulted in such losses, claimsdamages, damagesexpenses, liabilities or expensesclaims, as well as any other relevant equitable considerations. The relative fault of such indemnifying party the Company on the one hand and indemnified parties of the Holders on the other shall be determined by reference to, among other things, whether any Violation has been committed by, the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by, such indemnifying party by the Company or indemnified parties, by the Holders and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement or omission. The amount paid or payable by a party as a result of the losses, claimsdamages, damagesexpenses, liabilities and expenses claims referred to above shall be deemed to include, subject to the limitations set forth in Section 7.1 and Section 7.2, include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any investigation or proceedingProceeding. (iie) The parties hereto Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 7.4 6 were determined by pro rata allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in Section 7.4(i)subsection (d) above. Notwithstanding the provisions of this Section 7.46, an indemnifying party that is a Selling no Holder will not shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public it were offered to the public exceeds the amount of any damages that such indemnifying party which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The Holders' respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the Company, or the Company's officers or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. 6.1 To the extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each affiliate, officer, director, partner, agent and employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or 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 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”"): (ia) Any untrue statement or alleged untrue statement of a material fact contained in such registration statementthe Registration Statement, including any preliminary prospectus Prospectus or final prospectus Prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewiththereto; (iib) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iiic) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreementlaw; provided, however, that the indemnification required by this Section 7.1 6.1 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which that occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 6 shall not apply to any underwriter Holder to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter Holder was under an obligation to deliver such final prospectus and failed to do so. 7.2. 6.2 To the extent permitted by applicable law, each Selling Holder Holder, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statementRegistration Statement, and 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)expenses, 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 occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; provided, however, that (x) the indemnification required by this Section 7.2 6.2 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. Notwithstanding the foregoing, conditioned or delayed, and (y) in no event shall the amount liability of any indemnity the Holder under this Section 7.2 exceed 6.2 shall be limited in an amount equal to the gross net proceeds from the applicable offering received sale of the shares sold by such Selling Holder, unless such liability arises out of or is based on willful conduct or gross negligence by such Holder. 7.3. 6.3 Promptly after receipt by an indemnified party under this Section 7 6 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 76, 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 mutually satisfactory to the parties, acting reasonably; 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 6 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 76. 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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. 6.4 If the indemnification required by this Section 7 6 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to in this Section 76: (ia) 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 (i) the relative benefits received by the indemnifying party or parties, on the one hand and the indemnified party on the other from the sale of the Registrable Securities, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party on the one hand and indemnified parties on the other 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 6.1 and Section 7.26.2, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (iib) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 6.4 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(i6.4(a). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. (c) Notwithstanding the provisions of this Section 6.4, a Holder shall not be required to contribute any amount or make any other payments under this Agreement that in the aggregate exceed the net proceeds received by the Holder from the sales of the Registrable Securities of the Company. 6.5 The obligations of the Company and the selling Holders of Registrable Securities under this Section 6 shall survive the completion of any offering of Registrable Securities pursuant to a registration statement under this Agreement, and otherwise.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement Registration Statement under this Agreement: 7.18.1. To the extent permitted by applicable law, the Company shall indemnify and hold harmless the Holder and each Selling HolderPermitted Holder Group Transferee, each Person, if any, who controls such Selling Holder or Permitted Holder Group Transferee within the meaning of the Securities Act, and each officer, director, partner, and employee and affiliate of such Selling the Holder and each Permitted Holder Group Transferee, and any such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or several), including reasonable 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 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 untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewiththereto; (ii) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreementlaw; provided, however, that the indemnification required by this Section 7.1 8.1 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 8 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters participating in the distribution, their officers, directors, agents and employees and each person who controls such 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 Holder provided, however, that no such underwriter shall be entitled to indemnification under this Agreement if such person shall have entered into a separate underwriting or indemnification agreement with the Company. 7.28.2. To the extent permitted by applicable law, each Selling the 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 the Company and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including reasonable 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 occurs in reliance upon and in conformity with written information furnished in writing by such Selling the Holder expressly specifically for use in connection with such registration; provided, further, however, that (x) the indemnification required by this Section 7.2 8.2 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 SecuritiesHolder, which consent shall not be unreasonably withheld; provided, conditioned or delayedfurther, and (y) however, in no event shall the liability of the Holder be greater in amount than the dollar amount of any indemnity under this Section 7.2 exceed the gross net proceeds from by the applicable offering received by Holder upon sale of Registrable Securities giving rise to such Selling Holderindemnification obligation. 7.38.3. Promptly after receipt by an indemnified party under this Section 7 8 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 78, 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 mutually satisfactory to the parties, acting reasonably; provided, however, that subject to the rights of 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 proceedingas hereinafter provided. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 8 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 78. 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) owed by the indemnifying party hereunder shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether subject to refund if 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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. 7.48.4. If the indemnification required by this Section 7 8 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 78: (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 8.1 and Section 7.28.2, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding; provided, however, that in no event shall the Holder be required to contribute an amount greater than the dollar amount of the net proceeds received by the Holder with respect to the sale of any securities. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 8.4 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(i8.4(i). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. 8.5. If indemnification is available under this Section 8 the indemnifying parties shall indemnify each indemnified party to the full extent provided in this Section 8 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 8.4. 8.6. The obligations of the Company, the Holder and any Permitted Holder Group Transferee under this Section 8 shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement under this Agreement, and otherwise.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To (a) Company shall indemnify, to the fullest extent permitted by applicable lawLaw, the Company shall indemnify each holder of Registrable Securities, its officers, directors, partners, employees and hold harmless each Selling Holderagents, if any, and each Person, if any, who controls such Selling Holder holder within the meaning of Section 15 of the Securities Act, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several), including attorneys’ fees and disbursements and expenses of investigation, incurred resulting from any violation by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any Company of the foregoing Persons may become subject under provisions of 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 untrue statement or alleged untrue statement of a material fact contained in such any registration statement, including statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or final prospectus contained therein, or caused by any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewith; (ii) 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 any prospectus, in light of the circumstances under which they were made) not misleading; or , except to the extent that such losses, claims, damages, liabilities (iiior proceedings in respect thereof) Any violation or expenses are caused by any untrue statement or alleged violation untrue statement contained in, or by any omission or alleged omission from, information concerning any holder of Registrable Securities furnished in writing to Company by 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 underwriting agreement in customary form with the applicable underwriters, and Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders 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 Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreement; provided, however, extent 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 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 settlement is effected without statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the consent of the Company underwriter was provided with such amended or supplemented final prospectus. (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in b) In connection with any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such registration; providedholder, furtherseverally and not jointly, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter indemnify, to the fullest extent that permitted by applicable Law, Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls Company or such underwriter within the meaning of Section 15 of the Securities Act, against any such loss is based on losses, claims, damages, liabilities (or arises out of an proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material factfact in, or an any omission or alleged omission to state of a material factfact required to be stated in, contained in the registration statement or omitted from any prospectus or preliminary prospectus if or any amendment thereof or supplement thereto or necessary to make the final prospectus shall correct statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or alleged untrue statementis contained in, or such omission or alleged omissionis from, and information so concerning a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 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 holder furnished in writing 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 occurs in reliance upon and in conformity with written information furnished by such Selling Holder holder expressly for use in connection with therein; provided that such registration; provided, however, that holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (xc) Any Person entitled to indemnification under the indemnification required by provisions of this Section 7.2 3.5 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, conditioned or delayed, and (yi) 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 mutually satisfactory to the parties, acting reasonably; 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 give prompt notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial claim with respect to its ability to defend such action, shall relieve which it seeks indemnification and (ii) permit 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 actionclaim, claim or proceeding on behalf of such with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, it being understood, however, that the such indemnifying party shall not, in connection with not enter into any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in settlement without the same jurisdiction arising out consent 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any other of such indemnified parties liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to such action, claim or proceeding, in which any registration statement provided for under this Article III shall so provide. In the event the an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of such additional more than one counsel or counsels). No firm of counsel for all parties indemnified by such indemnifying party shall be liable to an indemnified party in respect of such claim. (d) If for any settlement of any actionreason the foregoing indemnity is unavailable, 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 then 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 the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, party 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). Notwithstanding the provisions foregoing, no holder of this Section 7.4, an indemnifying party that is a Selling Holder will not Registrable Securities shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise holder would have been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionto an indemnified party if the indemnity under Section 3.5(b) were available. 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. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To (a) The Company shall, to the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling HolderHolder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Selling Holder within the meaning or Controlling Person (each of the Securities Actforegoing, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling a “Covered Person, ”) against any and all losses, claims, actions, damages, liabilities and expenses (expenses, joint or 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 such Covered Person may become subject under the Securities Act, the Exchange Act Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or 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 statementor incorporated by reference in any Registration Statement, including any Prospectus, preliminary Prospectus, free writing prospectus or final prospectus contained therein, (as defined in Rule 405 under the Securities Act or any amendments successor rule thereto) or supplements any amendment thereof or supplement thereto or any documents filed under state securities or “blue sky” laws in connection therewith; document incorporated by reference therein, (ii) The any omission or alleged omission to state therein of a material fact required to be stated therein, therein or necessary to make the statements therein not misleading; or misleading or (iii) Any any violation or alleged violation by the Company of the Securities Act, the Exchange Act, Act or any applicable other similar federal or state securities law laws or any rule or regulation promulgated under thereunder applicable to the Securities Act, the Exchange Act or any applicable state securities law arising from or Company and relating to any action or inaction required of the Company in connection with any registration of securities, and the offer and sale of Registrable Securities pursuant to this Agreement; providedCompany shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in settlement of defending or settling any such loss, claim, damageaction, liability damage or expense if such settlement is effected without the consent of liability; provided, that the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be so liable in any such case for to the extent that any such loss, claim, action, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such 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 upon, and a copy of the final prospectus has not been sent or given to such person at or prior in conformity with, written information prepared and furnished to the confirmation of sale Company by such Covered Person expressly for use therein. This indemnity shall be in addition to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do soany liability the Company may otherwise have. 7.2. To (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall, to the fullest extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers employees, agents and any Person 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 is or might be deemed to be a 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, actions, damages, liabilities and expenses (expenses, joint and or 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 they or any of the foregoing Persons them may otherwise become subject under the Securities Act, the Exchange Act Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or expenses arise out of or are based upon (i) any Violationuntrue or alleged untrue statement of a material fact contained in the 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 (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in the case of each case of clauses (i) and (ii), only to the extent (and only to the extent) that such Violation occurs untrue statement or alleged untrue statement, or omission or alleged omission, is made in 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 in reliance upon upon, and in conformity with with, written information prepared and furnished to the Company by such Selling Holder expressly for use therein, and such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with such registration; providedinvestigating, however, that (x) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of defending or settling any such loss, claim, damageaction, liability damage or expense if settlement is effected without liability; provided, that the consent of the relevant Selling obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder of Registrable Securities, which consent and shall not be unreasonably withheld, conditioned or delayed, and exceed an amount equal to the net proceeds (yafter deducting Selling Expenses) in no event shall the amount of any indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering actually received by such Selling HolderHolder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. This indemnity shall be in addition to any liability which such Holder may otherwise have. 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 (c) Any Person entitled to indemnification hereunder 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 mutually satisfactory to the parties, acting reasonably; 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 give prompt written notice to the indemnifying party within a reasonable time following the commencement of any such actionclaim with respect to which it seeks indemnification; provided, if prejudicial that any failure or delay to its ability to defend such action, shall relieve such so notify the indemnifying party of any liability to the indemnified party under this Section 7 but shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any liability such claim or action, with counsel reasonably acceptable to the indemnified party; provided, that it may have to any indemnified party otherwise than pursuant shall continue to this Section 7. Any fees be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently 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 (iA) the indemnifying party has agreed in writing to pay such fees fees, costs and expenses or expenses, (iiB) the indemnifying party shall have has failed to promptly assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) after having assumed the defense of such claim or proceeding action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (iiiE) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and has reasonably concluded based upon the indemnifying party, and such indemnified party shall have been advised by advice of counsel that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or in addition additional to those available to the indemnifying party and that party. Subject to the assertion of such defenses would create a conflict of interest such that counsel employed by proviso in the foregoing sentence, no 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 notshall, in connection with any one such action, claim or proceeding action or separate but substantially similar or related actions, claims or proceedings actions in the same jurisdiction arising out of the same general allegations circumstances or circumstancesallegations, be liable for the reasonable fees fees, costs and expenses of more than one separate firm of attorneys (together with appropriate in addition to any local counselcounsel which is necessary, in the good faith opinion of counsel for the indemnified party, in order to adequately represent the indemnified parties) at any time for all such indemnified parties, unless in . The indemnifying party shall not have the reasonable judgment of such right to settle a claim or action for which any indemnified party a conflict is entitled to indemnification hereunder without the consent of interest may exist between such the indemnified party party, and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated not consent to pay the fees entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and expenses includes as an unconditional term thereof the giving by the claimant or plaintiff therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such additional counsel claim or counsels)action. No The indemnifying party shall not be liable hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party for any settlement of any action, proceeding or claim without the written consent of unless the indemnifying party, which party has also consented to such judgment or settlement (such consent shall not to be unreasonably withheld, conditioned or delayed). 7.4. (d) If the indemnification required by provided for in this Section 7 from the indemnifying party 11 is held by a court of competent jurisdiction to be unavailable to to, or unenforceable by, an indemnified party hereunder in respect of any lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense referred to in this Section 7: (i) The herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified partyparty hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, in connection with the actions statements, omissions or violations which resulted in such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses, expense as well as any other relevant equitable considerations. The relative fault of such the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, shall be determined by reference to, among other things, whether any Violation has been committed by, 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, such by the indemnifying party or by the indemnified partiesparty, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities was perpetrated by the indemnifying party or the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement, omission or 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 hereto were determined by pro rata allocation or by any other method of or allocation which that does not take into account the equitable considerations referred to in this Section 7.4(i11(d). Notwithstanding In no event shall the provisions amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 7.4, 11(d) exceed an indemnifying party that is a amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder will not be required to contribute any amount in excess the sale of the amount by which the total price at which the Registrable Securities sold by that gives rise to such indemnifying party and distributed obligation to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissioncontribute. No Person indemnified party guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. If (a) Incident to any registration of any Registrable Securities are included in a registration statement under the Securities Act pursuant to this Agreement: 7.1. To the extent permitted by applicable law, the Company shall will indemnify and hold harmless to the fullest extent permitted by law each underwriter, each Holder 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) and directors, officers, employees, representatives, members and agents of any of them (a “Selling Holder”), and each Person, if any, Person who controls such Selling Holder any of them within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act (a “Controlling Person”), from and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities expenses and expenses (liabilities, joint or severalseveral (including any investigation, legal and other expenses reasonably 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), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigationwhich they, or to which any of the foregoing Persons them, may become subject under the Securities Act, the Exchange Act or other federal or state lawsstatutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): on (i) Any any untrue statement or alleged untrue statement of a material fact contained in such registration statement, statement (including any related preliminary prospectus or final prospectus contained thereindefinitive prospectus, or any amendments amendment or supplements thereto supplement to such registration statement or any documents filed under state securities or “blue sky” laws in connection therewith; prospectus), (ii) The any omission or alleged omission to state therein in such document a material fact required to be stated therein, in it or necessary to make the statements therein in it not misleading; or misleading or (iii) Any any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreementlaws; provided, however, that the indemnification required by this Section 7.1 shall Company will not apply be liable to amounts paid in settlement of any the extent that such loss, claim, damage, expense or liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or from and is based upon a Violation which occurs on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information furnished in writing to the Company by the indemnified party such underwriter, Selling Holder or Controlling Person expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply registration statement. With respect to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or omission or alleged untrue statement of a material fact, or an omission or alleged omission in the information furnished in writing to state a material fact, contained the Company by such Selling Holder expressly for use in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue registration statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 7.2. To the extent permitted by applicable law, each Selling Holder shall will indemnify and hold harmless each underwriter, the Company, each of Company (including its directors, each of its officers who shall have signed the registration statementofficers, employees, representatives, members and agents), each Personother Holder (including its partners (including partners of partners and stockholders of such partners) and directors, if anyofficers, employees, representatives and agents of any of them, and each Person who controls the Company any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), any other Selling Holder, any controlling Person of any such other Selling Holder from and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities expenses and expenses (liabilities, joint and or several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigationwhich they, or to which any of the foregoing Persons them, may otherwise become subject under the Securities Act, the Exchange Act or other federal or state lawsstatutory law or regulation, insofar as such losses, claims, damages, liabilities and expenses arise out of at common law or are based upon any Violation, in each case otherwise to the same extent (and only to provided in the extentimmediately preceding sentence. In no event, however, shall the liability of a Selling Holder for indemnification under this Section 5(a) that such Violation occurs in reliance upon and in conformity with written information furnished exceed the net proceeds received by such Selling Holder expressly for use in connection with such registration; 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 from its sale of Registrable Securities, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) in no event shall the amount of any indemnity Securities under this Section 7.2 exceed the gross proceeds from the applicable offering received by such Selling Holderregistration statement. 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 mutually satisfactory to the parties, acting reasonably; 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 proceedingb) 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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 provided for in Section 5(a) above for any reason is held by this Section 7 from the indemnifying party is a court of competent jurisdiction to be unavailable to an indemnified party hereunder in respect of any losses, claims, damages, expenses or liabilities or expenses referred to in therein, then each indemnifying party under this Section 7: (i) The indemnifying party5, in lieu of indemnifying such indemnified partyparty thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Selling Holders and the underwriters from the offering of the Registrable Securities and (ii) the relative fault of the indemnifying party Company, the Selling Holders and indemnified parties the underwriters in connection with the actions statements or omissions which resulted in such losses, claims, damages, liabilities expenses or expensesliabilities, as well as any other relevant equitable considerations; provided, however, that in the event of a registration statement filed in response to a demand under Section 3(a) and in which the Company does not register any shares of capital stock, the proportion of contribution by the Company, the Selling Holders and the underwriters shall in all cases be governed solely by clause (ii) above. The relative benefits received by the Company, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities covered by such registration statement. The relative fault of such indemnifying party the Company, the Selling Holders and indemnified parties the underwriters shall be determined by reference to, among other things, whether any Violation has been committed by, 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 byby the Company, such indemnifying party the Selling Holders or indemnified parties, the underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement or omission. The amount paid or payable by a party as a result of Company and 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 Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 7.4 5(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in Section 7.4(i)the immediately preceding paragraph. Notwithstanding the provisions of this Section 7.4In no event, an indemnifying party that is however, shall a Selling Holder will not be required to contribute any amount under this Section 5(b) in excess of the amount net proceeds received by which the total price at which the such Selling Holder from its sale of Registrable Securities sold by under such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionregistration statement. No Person person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. (c) The amount paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 5 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 5 will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified parties or any officer, director, employee, agent or controlling person of the indemnified parties. No indemnifying party, in the defense of any such claim or litigation, shall enter into a consent of entry of any judgment or enter into a settlement without the consent of the indemnified party, which consent will not be unreasonably withheld.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To (a) The Company shall, to the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling HolderShareholder and their respective affiliates, directors, officers and employees (each Person, if any, who controls such Selling Holder within the meaning of the Securities Actforegoing, and each officertogether with the Shareholders, director, partner, employee and affiliate of such Selling Holder and such controlling a “Covered Person, ”) against any and all losses, claims, actions, damages, liabilities and expenses (expenses, joint or 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 such Covered Person may become subject under the Securities Act, the Exchange Act Act, any state “blue sky” securities laws, any equivalent non-U.S. securities laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or 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 or incorporated by reference in any such registration statementRegistration Statement, including any prospectus, preliminary prospectus, free writing prospectus or final prospectus contained therein, (as defined in Rule 405 under the Securities Act or any amendments successor rule thereto) or supplements any amendment thereof or supplement thereto or any documents filed under state securities or “blue sky” laws in connection therewith; document incorporated by reference therein, (ii) The any omission or alleged omission to state therein of a material fact required to be stated therein, therein or necessary to make the statements therein not misleading; or misleading or (iii) Any any violation or alleged violation by the Company of the Securities Act, the Exchange Act, Act or any applicable other similar federal or state securities law laws or any rule or regulation promulgated under thereunder applicable to the Securities Act, the Exchange Act or any applicable state securities law arising from or Company and relating to any action or inaction required of the Company in connection with any registration of securities, and the offer and sale of Registrable Securities pursuant to this Agreement; providedCompany shall reimburse such Covered Persons for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in settlement of defending or settling any such loss, claim, damageaction, liability damage or expense if such settlement is effected without the consent of liability; provided that the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be so liable in any such case for to the extent that any such loss, claim, action, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such 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 upon, and a copy in conformity with, written information prepared and furnished to the Company or prepared on behalf of the final prospectus has not been sent or given Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Shareholder is participating, each such person at or prior Shareholder shall furnish to the confirmation of sale to Company in writing such person if information regarding itself as is required for use in any such underwriter was under an obligation to deliver such final Registration Statement or prospectus and failed shall, to do so. 7.2. To the fullest extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directorsdirectors and officers, 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, partneremployees, and employee of such other Selling Holder and such controlling Person, affiliates against any and all losses, claims, actions, damages, liabilities and expenses (expenses, joint and or 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 they or any of the foregoing Persons them may otherwise become subject under the Securities Act, the Exchange Act Act, any state “blue sky” securities laws, any equivalent non-U.S. securities laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or expenses arise out of or are based upon (i) any Violationuntrue or alleged untrue statement of a material fact contained in the 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 (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in the case of each case of clauses (i) and (ii), only to the extent (and only to the extent) that such Violation occurs untrue statement or alleged untrue statement, or omission or alleged omission, is made in 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 in reliance upon upon, and in conformity with with, written information prepared and furnished to the Company by such Selling Holder Shareholder expressly for use therein, and such Shareholder shall reimburse the Company, its directors and officers, employees, agents and affiliates for any legal or other expenses reasonably incurred by them in connection with such registration; providedinvestigating, however, that (x) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of defending or settling any such loss, claim, damageaction, liability damage or expense if settlement is effected without liability; provided that the consent of the relevant Selling Holder of Registrable Securitiesobligation to indemnify pursuant to this Section 5.3(b) shall be individual and several, which consent not joint and several, for each participating Shareholder and shall not be unreasonably withheld, conditioned or delayed, exceed an amount equal to the net proceeds (after deducting any costs and (yexpenses paid by the participating Shareholder) in no event shall the amount of any indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering actually received by such Selling HolderShareholder in the sale of Registrable Securities to which such Registration Statement or prospectus relates. This indemnity shall be in addition to any liability that such Shareholder may otherwise have. 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 (c) Any Person entitled to indemnification hereunder 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 mutually satisfactory to the parties, acting reasonably; 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 give prompt written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial claim with respect to its ability which it seeks indemnification; provided that any failure or delay to defend such action, shall relieve such so notify the indemnifying party of any liability to the indemnified party under this Section 7 but shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any liability such claim or action, with counsel reasonably acceptable to the indemnified party; provided that it may have to any indemnified party otherwise than pursuant shall continue to this Section 7. Any fees be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently 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 (iA) the indemnifying party has agreed in writing to pay such fees fees, costs and expenses or expenses, (iiB) the indemnifying party shall have has failed to promptly assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or proceeding action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (iiiE) 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 has reasonably concluded that there may be one or more legal or equitable defenses available to it which and/or any other indemnified party that is or are different from or in addition additional to those available to the indemnifying party and that party. Subject to the assertion of such defenses would create a conflict of interest such that counsel employed by proviso in the foregoing sentence, no 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 notshall, in connection with any one such action, claim or proceeding action or separate but substantially similar or related actions, claims or proceedings actions in the same jurisdiction arising out of the same general allegations circumstances or circumstancesallegations, be liable for the reasonable fees fees, costs and expenses of more than one separate firm of attorneys (together with appropriate in addition to any local counsel) at any time for all such indemnified parties, unless in . The indemnifying party shall not have the reasonable judgment of such right to settle a claim or action for which any indemnified party a conflict is entitled to indemnification hereunder without the consent of interest may exist between such the indemnified party party, and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated not consent to pay the fees entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and expenses includes as an unconditional term thereof the giving by the claimant or plaintiff therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such additional counsel claim or counsels)action. No The indemnifying party shall not be liable hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party for any settlement of any action, proceeding or claim without the written consent of unless the indemnifying party, which party has also consented to such judgment or settlement (such consent shall not to be unreasonably withheld, conditioned or delayed). 7.4. (d) If the indemnification required by provided for in this Section 7 from the indemnifying party 5.3 is held by a court of competent jurisdiction to be unavailable to to, or unenforceable by, an indemnified party hereunder in respect of any lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense referred to in this Section 7: (i) The herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified partyparty hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, in connection with the actions which statements, omissions or violations that resulted in such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses, expense as well as any other relevant equitable considerations. The relative fault of such the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, shall be determined by reference to, among other things, whether any Violation has been committed by, 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, such by the indemnifying party or by the indemnified partiesparty, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities was perpetrated by the indemnifying party or the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement, omission or 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 hereto were determined by pro rata allocation or by any other method of or allocation which that does not take into account the equitable considerations referred to in this Section 7.4(i5.3(d). Notwithstanding In no event shall the provisions of amount that an Shareholder may be obligated to contribute pursuant to this Section 7.4, 5.3(d) exceed an indemnifying party that is a Selling Holder will not be required amount equal to contribute the net proceeds (after deducting any amount costs and expenses paid by the participating Shareholder) actually received by such Shareholder in excess the sale of the amount by which the total price at which the Registrable Securities sold by that gives rise to such indemnifying party and distributed obligation to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissioncontribute. No Person indemnified party guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) Act shall be entitled to contribution from any Person who that was not guilty of such fraudulent misrepresentation. (e) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or affiliate of such indemnified Person and shall survive the Transfer of securities and the termination of this Agreement, but only with respect to offers and sales of Registrable Securities made before the termination date.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To (a) The Company shall, to the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling Holder, Holder of Registrable Securities and any Person which is or might be deemed to be a “controlling person” of each Person, if any, who controls such Selling Holder of Registrable Securities or any of its subsidiaries within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), and their respective directors, officers and employees (each officerof the foregoing, directortogether with such Holders of Registrable Securities, partner, employee and affiliate of such Selling Holder and such controlling a “Covered Person, ”) against any and all losses, claims, actions, damages, liabilities and expenses (expenses, joint or 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 such Covered Person may become subject under the Securities Act, the Exchange Act Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or 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 or incorporated by reference in any such registration statementRegistration Statement, including any Prospectus, preliminary Prospectus, free writing prospectus or final prospectus contained therein, (as defined in Rule 405 under the Securities Act or any amendments successor rule thereto) or supplements any amendment thereof or supplement thereto or any documents filed under state securities or “blue sky” laws in connection therewith; document incorporated by reference therein, (ii) The any omission or alleged omission to state therein of a material fact required to be stated therein, therein or necessary to make the statements therein not misleading; or misleading or (iii) Any any violation or alleged violation by the Company of the Securities Act, the Exchange Act, Act or any applicable other similar federal or state securities law laws or any rule or regulation promulgated under thereunder applicable to the Securities Act, the Exchange Act or any applicable state securities law arising from or Company and relating to any action or inaction required of the Company in connection with any registration of securities, and the offer and sale of Registrable Securities pursuant to this Agreement; providedCompany shall reimburse such Covered Persons for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in settlement of defending or settling any such loss, claim, damageaction, liability damage or expense if such settlement is effected without the consent of liability; provided that the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be so liable in any such case for to the extent that any such loss, claim, action, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such 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 upon, and a copy of the final prospectus has not been sent or given to such person at or prior in conformity with, written information prepared and furnished to the confirmation of sale Company by such Covered Person expressly for use therein. This indemnity shall be in addition to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do soany liability the Company may otherwise have. 7.2. To (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information regarding itself as is required for use in any such Registration Statement or Prospectus and shall, to the fullest extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who shall have signed the registration statementemployees, each Person, if any, who controls the Company within the meaning of the Securities Act, agents and 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, which is or might be deemed to be a Controlling Person against any and all losses, claims, actions, damages, liabilities and expenses (expenses, joint and or 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 they or any of the foregoing Persons them may otherwise become subject under the Securities Act, the Exchange Act Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or expenses arise out of or are based upon (i) any Violationuntrue or alleged untrue statement of a material fact contained in the 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 (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in the case of each case of clauses (i) and (ii), only to the extent (and only to the extent) that such Violation occurs untrue statement or alleged untrue statement, or omission or alleged omission, is made in 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 in reliance upon upon, and in conformity with with, written information prepared and furnished to the Company by such Selling Holder expressly for use therein, and such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person which is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with such registration; providedinvestigating, however, that (x) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of defending or settling any such loss, claim, damageaction, liability damage or expense if settlement is effected without liability; provided that the consent of the relevant Selling obligation to indemnify pursuant to this Section 10(b) shall be individual and several, not joint and several, for each participating Holder of Registrable Securities, which consent and shall not be unreasonably withheld, conditioned or delayed, and exceed an amount equal to the net proceeds (yafter deducting any Selling Expenses paid by the participating Holders) in no event shall the amount of any indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering actually received by such Selling HolderHolder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. This indemnity shall be in addition to any liability which such Holder may otherwise have. 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 (c) Any Person entitled to indemnification hereunder 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 mutually satisfactory to the parties, acting reasonably; 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 give prompt written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial claim with respect to its ability which it seeks indemnification; provided that any failure or delay to defend such action, shall relieve such so notify the indemnifying party of any liability to the indemnified party under this Section 7 but shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any liability such claim or action, with counsel reasonably acceptable to the indemnified party; provided that it may have to any indemnified party otherwise than pursuant shall continue to this Section 7. Any fees be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently 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 (iA) the indemnifying party has agreed in writing to pay such fees fees, costs and expenses or expenses, (iiB) the indemnifying party shall have has failed to promptly assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or proceeding action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (iiiE) 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 has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or in addition additional to those available to the indemnifying party and that party. Subject to the assertion of such defenses would create a conflict of interest such that counsel employed by proviso in the foregoing sentence, no 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 notshall, in connection with any one such action, claim or proceeding action or separate but substantially similar or related actions, claims or proceedings actions in the same jurisdiction arising out of the same general allegations circumstances or circumstancesallegations, be liable for the reasonable fees fees, costs and expenses of more than one separate firm of attorneys (together with appropriate in addition to any local counsel) at any time for all such indemnified parties, unless in . The indemnifying party shall not have the reasonable judgment of such right to settle a claim or action for which any indemnified party a conflict is entitled to indemnification hereunder without the consent of interest may exist between such the indemnified party party, and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated not consent to pay the fees entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and expenses includes as an unconditional term thereof the giving by the claimant or plaintiff therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such additional counsel claim or counsels)action. No The indemnifying party shall not be liable hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party for any settlement of any action, proceeding or claim without the written consent of unless the indemnifying party, which party has also consented to such judgment or settlement (such consent shall not to be unreasonably withheld, conditioned or delayed). 7.4. (d) If the indemnification required by provided for in this Section 7 from the indemnifying party 10 is held by a court of competent jurisdiction to be unavailable to to, or unenforceable by, an indemnified party hereunder in respect of any lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense referred to in this Section 7: (i) The herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified partyparty hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, in connection with the actions statements, omissions or violations which resulted in such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses, expense as well as any other relevant equitable considerations. The relative fault of such the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, shall be determined by reference to, among other things, whether any Violation has been committed by, 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, such by the indemnifying party or by the indemnified partiesparty, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities was perpetrated by the indemnifying party or the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement, omission or 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 hereto were determined by pro rata allocation or by any other method of or allocation which that does not take into account the equitable considerations referred to in this Section 7.4(i10(d). Notwithstanding In no event shall the provisions amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 7.4, 10(d) exceed an indemnifying party that is a amount equal to the net proceeds (after deducting any Selling Expenses paid by the participating Holders) actually received by such Holder will not be required to contribute any amount in excess the sale of the amount by which the total price at which the Registrable Securities sold by that gives rise to such indemnifying party and distributed obligation to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissioncontribute. No Person indemnified party guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) Act shall be entitled to contribution from any Person who which was not guilty of such fraudulent misrepresentation. (e) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or Controlling Person of such indemnified Person and shall survive the transfer of securities and the Termination Date but only with respect to offers and sales of Registrable Securities made before the Termination Date or during the period following the Termination Date referred to in Section 7(f).

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To (a) The Company agrees to indemnify, to the extent permitted by applicable law, the Company shall indemnify each holder or seller of Registrable Securities and hold harmless each Selling Holder, each Person, if any, who Person that controls such Selling Holder (within the meaning of the Securities Act and the Exchange Act) such holder or seller, and each officertheir respective stockholders, directorofficers, partnerdirectors, employee partners, employees, agents and affiliate of such Selling Holder and such controlling Person, Affiliates against any and all losses, claims, damages, liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof and expenses (whether or not such indemnified party is a party thereto), joint or several), and expenses, including attorneys’ fees and disbursements and expenses of investigationinvestigation (collectively, incurred by such party pursuant “Losses”), arising out of, based upon, relating to or resulting from any actual or threatened action, suit, proceeding or 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 untrue statement or alleged untrue statement of a material fact contained in such any registration statement, including any prospectus or preliminary prospectus or final summary prospectus contained therein, or any amendments or supplements related thereto or any documents filed under state securities amendment thereof or supplement thereto (or any document incorporated by reference in any of the foregoing) (collectively, “blue sky” laws in connection therewith; (ii) The Offering Documents”), any omission or alleged omission to state therein of a material fact required to be stated therein, therein or necessary to make the statements therein not misleading; or (iii) Any misleading in light of the circumstances in which they were made, or violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable federal or state securities law or any rule or regulation promulgated under thereunder, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein. In connection with an underwritten offering, the Company shall indemnify such underwriters, their stockholders, officers, directors, partners, employees, agents and Affiliates and each Person who controls (within the meaning of the Securities Act, Act and the Exchange Act) such underwriters to the same extent as provided above with respect to the indemnification of the holders or sellers of Registrable Securities. (b) In connection with any registration statement filed by the Company pursuant to Section 1 or Section 2 hereof in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall, on a several and not joint basis, indemnify the Company, its stockholders, directors, officers, partners, employees, agents and Affiliates and each Person who controls (within the meaning of the Securities Act or and the Exchange Act) the Company against any applicable state securities law Losses arising from or out of, based upon, relating to or resulting from any untrue or alleged untrue statement of material fact contained in connection with any Offering Documents or any omission or alleged omission of a material fact required to be stated therein or necessary to make the offer and statements therein not misleading in light of the circumstances under which they were made, but only to the extent that such untrue statement or omission is contained in any writing furnished by such holder expressly for use therein; provided however that such liability shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to this Agreement; provided, however, such registration statement. (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the indemnification required by this Section 7.1 failure to give prompt notice shall not apply impair any Person’s right to amounts paid indemnification hereunder to the extent such failure has not actually prejudiced the indemnifying party) and (ii) unless in settlement such indemnified party’s reasonable judgment (x) a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or (y) such indemnified party has one or more defenses to such claim that are not available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party at such indemnifying party’s own expense. If such defense is assumed, the indemnifying party shall not settle such claim unless the indemnified party is released and discharged of any and all liability. Whether or not such lossdefense is assumed, claim, damage, the indemnifying party shall not be subject to any liability or expense if for any settlement made by the indemnified party without its consent (but such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 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 occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; 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, conditioned or delayed, 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 An 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 mutually satisfactory to the parties, acting reasonably; 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 who is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such actionto, claim or proceeding and to participate in the defense thereofelects not to, 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, a 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such additional counsel or counsels). No indemnifying party with respect to such claim. (d) The indemnification provided for under this Agreement shall be liable to an remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party for or any settlement of any actionstockholder, proceeding officer, director, employee, partner, agent or claim without Affiliate or controlling (within the written consent meaning of the indemnifying party, which consent Securities Act and the Exchange Act) Person of such indemnified party and shall not be unreasonably withheldsurvive the transfer of securities. 7.4. (e) If the indemnification required by this Section 7 6 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses Losses referred to in this Section 76: (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 Losses 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 expensesLosses, as well as any other relevant equitable considerations. If the allocation provided by clause (i) is not permitted by applicable law, then the allocation shall be in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and such prospective sellers, on the other hand, from their sale of Registrable Securities; provided that the relative benefits received by the prospective sellers shall be deemed not to exceed the net proceeds received by such sellers. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any Violation 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 Violationviolation. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above Losses shall be deemed to include, subject to the limitations set forth in Section 7.1 6(a) and Section 7.26(b), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The obligations, if any, of the selling holders to contribute as provided in this Section 6(e) are several in proportion to the relative value of their respective Registrable Securities covered by such registration statement and not joint. In addition, no Person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or Loss effected without such Person’s consent, which shall not be unreasonably withheld. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 6(e) were determined solely 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(i6(e)(i). Notwithstanding ; provided, however, that with respect to any pro rata allocation, the provisions holders of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by included in any such indemnifying party and distributed registration shall be deemed to have only received the public were offered to the public exceeds the amount net proceeds from such holders’ sales of any damages that Registrable Securities in such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionregistration. 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.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this AgreementSection 9: 7.1. (a) To the extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each officer, director, partner, and employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or 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 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 pursuant to a final non-appealable order (collectively a “"Violation”"): (i) Any any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewiththereto; (ii) The the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreementlaw; provided, however, that the indemnification required by this Section 7.1 9.7(a) 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises is determined by a court of competent jurisdiction by a final non-appealable order to have solely arisen out of or is be based upon a Violation which occurs occurred in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 9.7(a) shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such 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. (b) 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 statementand employees, 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 are determined by a court of competent jurisdiction by a final non-appealable order to have solely arisen out of or are be based upon any Violation, in each case to the extent (and only to the extent) a Violation that such Violation occurs occurred in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; provided, however, that (x) the indemnification required by this Section 7.2 9.7(b) 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, conditioned or delayed, and (y) in no event shall the amount of any indemnity under this Section 7.2 9.7(b) exceed the gross net proceeds from the applicable offering received by such Selling Holder. 7.3. (c) Promptly after receipt by an indemnified party under this Section 7 9.7 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 79.7, 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 mutually satisfactory to the parties, acting reasonably; 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 9.7 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 79.7. Any reasonable 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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. (d) If the indemnification required by this Section 7 9.7 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 79.7: (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). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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.such

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To (a) The Company will, to the fullest extent permitted by applicable lawLaw, the Company shall indemnify and hold harmless each Selling HolderShareholder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of such Shareholder or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Selling Holder within the meaning Shareholder or Controlling Person (each of the Securities Actforegoing, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling a “Covered Person, ”) against any and all losses, claims, actions, damages, liabilities and expenses (expenses, joint or 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 such Covered Person may become subject under the Securities Act, the Exchange Act Act, any state blue sky securities Laws, any equivalent non-U.S. securities Laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or 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 statementor incorporated by reference in any Registration Statement, including any prospectus, preliminary prospectus, free writing prospectus or final prospectus contained therein, (as defined in Rule 405 under the Securities Act) or any amendments amendment thereof or supplements supplement thereto or any documents filed under state securities or “blue sky” laws in connection therewith; document incorporated by reference therein, (ii) The any omission or alleged omission to state therein of a material fact required to be stated therein, therein or necessary to make the statements therein not misleading; or , or (iii) Any any violation or alleged violation by the Company of the Securities Act, the Exchange Act, Act or any applicable other similar federal or state securities law Laws or any rule or regulation promulgated under thereunder applicable to the Securities Act, the Exchange Act or any applicable state securities law arising from or Company and relating to any action or inaction required of the Company in connection with any registration of securities, and the offer and sale of Registrable Securities pursuant to this Agreement; providedCompany will reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in settlement of defending or settling any such loss, claim, damageaction, liability damage or expense if such settlement is effected without the consent of liability; provided that the Company (which consent shall will not be unreasonably withheld, conditioned or delayed), nor shall the Company be so liable in any such case for to the extent that any such loss, claim, action, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such 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 amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and a copy of the final prospectus has not been sent or given to such person at or prior in conformity with, written information prepared and furnished to the confirmation Company by such Covered Person expressly for use therein. This indemnity will be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Shareholder of sale Registrable Securities is participating, each such Shareholder will furnish to the Company in writing such person if information as the Company reasonably requests for use in connection with any such underwriter was under an obligation to deliver such final Registration Statement or prospectus and failed will, to do so. 7.2. To the fullest extent permitted by applicable lawLaw, each Selling Holder shall indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers employees, agents and any Person 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 is or might be deemed to be a 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, actions, damages, liabilities and expenses (expenses, joint and or 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 they or any of the foregoing Persons them may otherwise become subject under the Securities Act, the Exchange Act Act, any state blue sky securities Laws, any equivalent non-U.S. securities Laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or expenses arise out of or are based upon (i) any Violationuntrue or alleged untrue statement of a material fact contained in the Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act ) or any amendment thereof or supplement thereto or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in the case of each case of clauses (i) and (ii), only to the extent (and only to the extent) that such Violation occurs untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, prospectus, preliminary prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act) or any amendment thereof or supplement thereto in reliance upon upon, and in conformity with with, written information prepared and furnished to the Company by such Selling Holder Shareholder expressly for use therein, and such Shareholder will reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with such registration; providedinvestigating, however, that (x) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of defending or settling any such loss, claim, damageaction, liability damage or expense if settlement is effected without liability; provided that the consent of the relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) in no event shall the amount of any indemnity under obligation to indemnify pursuant to this Section 7.2 4(b) will be individual and several, not joint and several, for each participating Shareholder and will not exceed an amount equal to the gross net proceeds from the applicable offering (after deducting Selling Expenses) actually received by such Selling HolderShareholder in the sale of Registrable Securities to which such Registration Statement or prospectus relates. This indemnity will be in addition to any liability which such Shareholder may otherwise have. 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 (c) Any Person entitled 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 mutually satisfactory to the parties, acting reasonably; 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 indemnification hereunder will give prompt written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial claim with respect to its ability which it seeks indemnification; provided that any failure or delay to defend such action, shall relieve such so notify the indemnifying party of any liability to the indemnified party under this Section 7 but shall will not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification hereunder is brought against an indemnified party, the indemnifying party will be entitled to participate in and will have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any liability such claim or action, with counsel reasonably acceptable to the indemnified party; provided that it may have to any indemnified party otherwise than pursuant will continue to this Section 7. Any fees be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party will not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently 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 in writing to pay such fees fees, costs and expenses or expenses, (ii) the indemnifying party shall have has failed to promptly assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, claim or proceeding or (iii) having assumed the named parties to any defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or proceeding action in a reasonably vigorous manner, (including any impleaded partiesiv) include both such the use of counsel chosen by the indemnifying party to represent the indemnified party and would present such counsel with a conflict of interest, or (v) the indemnifying party, and such indemnified party shall have been advised by counsel has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or in addition additional to those available to the indemnifying party and that party. Subject to the assertion of such defenses would create a conflict of interest such that counsel employed by proviso in the foregoing sentence, no 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 notwill, in connection with any one such action, claim or proceeding action or separate but substantially similar or related actions, claims or proceedings actions in the same jurisdiction arising out of the same general allegations circumstances or circumstancesallegations, be liable for the reasonable fees fees, costs and expenses of more than one separate firm of attorneys (together with appropriate in addition to any local counsel) at any time for all such indemnified parties, unless in . The indemnifying party will not have the reasonable judgment of such right to settle a claim or action for which any indemnified party a conflict is entitled to indemnification hereunder without the consent of interest may exist between the indemnified party, and the indemnifying party will not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and any other includes as an unconditional term thereof the giving by the claimant or plaintiff therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such indemnified parties with respect to such action, claim or proceeding, action. The indemnifying party will not be liable hereunder for any amount paid or payable or incurred pursuant to or in which event connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party shall has also consented to such judgment or settlement (such consent not to be obligated unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Article 4 is held by a court of competent jurisdiction to pay the fees and expenses of such additional counsel be unavailable to, or counsels). No indemnifying party shall be liable to unenforceable by, 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 lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense referred to in this Section 7: (i) The herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified partyparty hereunder, shall will contribute to the amount paid or payable by such indemnified party as a result of such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, in connection with the actions statements, omissions or violations which resulted in such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses, expense as well as any other relevant equitable considerations. The relative fault of such the indemnifying party party, on the one hand, and of the indemnified parties shall party, on the other hand, will be determined by reference to, among other things, whether any Violation has been committed by, 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, such by the indemnifying party or by the indemnified partiesparty, whether the violation of the Securities Act or any other federal or state securities Law or rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities was perpetrated by the indemnifying party or the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement, omission or 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 hereto were determined by pro rata allocation or by any other method of or allocation which that does not take into account the equitable considerations referred to in this Section 7.4(i4(d). Notwithstanding In no event will the provisions amount which a Shareholder of Registrable Securities may be obligated to contribute pursuant to this Section 7.4, 4(d) exceed an indemnifying party that is a amount equal to the net proceeds (after deducting Selling Holder will not be required to contribute any amount Expenses) actually received by such Shareholder in excess the sale of the amount by which the total price at which the Registrable Securities sold by that gives rise to such indemnifying party and distributed obligation to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissioncontribute. No Person indemnified party guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f4(f) of the Securities Act) shall Act will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Article 4 will remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or Controlling Person of such indemnified party and will survive the transfer of any Registrable Securities by any Shareholder.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To the extent permitted by applicable law, the Company (a) The Issuer shall indemnify and hold harmless each Selling Holder, each Personof its directors, if anyofficers (and partners and managers, who controls such Selling Holder within the meaning as applicable), each underwriter of the Registrable Securities Act, and Indemnified Affiliates of each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Personthem, against any and all losses, expenses, claims, damagesdamages or liabilities (or actions in respect thereof), liabilities and expenses (joint or 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 such Holder, underwriter or Indemnified Affiliate may become subject under the Securities Act, the Exchange Act or other federal or state lawsotherwise, insofar as such losses, claims, damages, liabilities including reasonable costs of investigation and reasonable attorney’s fees and expenses (each, a “Liability” and collectively, “Liabilities”) and will reimburse 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 such Liabilities directly or indirectly 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 any material fact contained in any registration statement under which such registration statement, including Registrable Securities were registered under the Securities Act or any preliminary prospectus or final prospectus Prospectus contained therein, or any amendments amendment or supplements thereto supplement thereof, or any documents filed under state securities or “blue sky” laws in connection therewith; Disclosure Package, (ii) The the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements therein therein, in the case of any such Prospectus, in light of the circumstances under which they were made, not misleading; or misleading or (iii) Any any violation or alleged violation by the Company Issuer of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from laws, and shall reimburse each such Holder, underwriter and Indemnified Affiliate for any reasonable legal or relating to or any other expenses incurred in connection with the offer and sale of Registrable Securities pursuant to this Agreementinvestigating, defending or settling any such Liability; provided, however, that the indemnification required by this Section 7.1 Issuer 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it any Liability arises out of or is based on any untrue statement or omission based upon and in conformity with written information furnished to the Issuer by an instrument duly executed by such Holder or underwriter specifically for use therein. (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 Violation 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 occurs 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 Company Issuer by the indemnified party expressly an instrument duly executed by such Holder specifically for use in connection with such registrationtherein; provided, furtherhowever, that the indemnity agreement contained in total amount for which any Holder, its officers, directors and partners, and any Person controlling such Holder, shall be liable under this Section 7 3.8(b) shall not apply 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 any underwriter indemnification under this Section 3.8 (the “Indemnified Party”) shall give notice to the extent that any party required to provide indemnification (the “Indemnifying Party”) promptly after such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus Indemnified Party has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 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 received written notice 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 occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; 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, conditioned or delayed, 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 as to which such indemnified party indemnity 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 mutually satisfactory to the parties, acting reasonablybe sought; 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 Indemnified Party to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 but give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of any liability its obligations hereunder, except to the extent that it may have such failure resulted in actual detriment to any indemnified party otherwise than pursuant to the Indemnifying Party. (d) If the indemnification provided for in this Section 7. Any fees and expenses incurred 3.8 is held by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing a court of competent jurisdiction to defend such action or proceeding) shall be paid unavailable 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties Indemnified Party with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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 Liability referred to in this Section 7: (i) The indemnifying partyherein, then the Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party thereunder, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, liabilities or expenses Liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party Indemnifying Party, on the one hand, and indemnified parties of the Indemnified Party, on the other hand, in connection with the actions statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, Liability as well as any other relevant equitable considerations. The relative relevant fault of such indemnifying party the Indemnifying Party and indemnified parties the Indemnified Party shall be determined by reference to, among other things, whether any Violation has been committed by, 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, such indemnifying party by the Indemnifying Party or indemnified parties, 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 Violationstatement 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 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 neither just and nor equitable if contribution pursuant to this Section 7.4 3.8(d) were determined by pro rata allocation or by any other method of allocation which that does not take into account the equitable considerations referred to in Section 7.4(i). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionimmediately preceding sentences. 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. (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 extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall control.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To (a) Parent shall, to the fullest extent permitted by applicable lawLaw, the Company shall indemnify and hold harmless each Selling HolderHolder of Registrable Securities, any Person who is a “controlling person” of such Holder or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other agent, if any, who acts on behalf of or controls any such Selling Holder within the meaning or Controlling Person (each of the Securities Actforegoing, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling a “Covered Person, ”) against any and all losses, claims, actions, damages, liabilities (or actions or proceedings in respect thereof, whether or not such Covered Person is a party thereto) and expenses (including reasonable costs of investigation and legal expenses), joint or 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 such Covered Person may become subject under the Securities Act, the Exchange Act Act, any state blue sky securities Laws, any equivalent non-U.S. securities Laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or 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 statementor incorporated by reference in any Registration Statement, including any Prospectus, preliminary Prospectus, free writing prospectus or final prospectus contained therein, (as defined in Rule 405 under the Securities Act or any amendments successor rule thereto) (a “Free Writing Prospectus”) or supplements any amendment thereof or supplement thereto or any documents filed under state securities document incorporated by reference therein or “blue sky” laws in connection therewith; (ii) The any omission or alleged omission to state therein of a material fact required to be stated therein, therein or necessary to make the statements therein not misleading, and Parent shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability; orprovided, that Parent shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based 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 or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished to Parent by such Covered Person expressly for use therein or arises out of or based upon such Covered Person’s failure to deliver a copy of the Prospectus or any amendments or supplements thereto to a purchaser (if so required) after Parent has furnished such Covered Person with a sufficient number of copies of the same. This indemnity shall be in addition to any liability Parent may otherwise have. (iiib) Any violation In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall (severally and not jointly), to the fullest extent permitted by Law, indemnify and hold harmless Parent, its directors and officers, employees, agents and any Person who is a Controlling Person of Parent and any other selling Holder of Registrable Securities, its directors and officers, employees, agents and any Person who is a Controlling Person of such other selling Holder against any losses, claims, actions, damages, liabilities (or alleged violation by the Company actions or proceedings in respect thereof, whether or not such Covered Person is a party thereto) and expenses (including reasonable costs of investigation and legal expenses), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any applicable state blue sky securities law Laws, any equivalent non-U.S. securities Laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, Free Writing Prospectus or any rule amendment thereof or regulation promulgated under the Securities Act, the Exchange Act supplement thereto or any applicable state securities law arising from document incorporated by reference therein or relating (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in connection with the offer case of each of clauses (i) and (ii) solely to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, Free Writing Prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information regarding such Holder prepared and furnished to Parent by such Holder expressly for use therein; provided, that the obligation to indemnify pursuant to this Section 11(a) shall be individual and several, not joint and several, for each participating Holder and shall not exceed an amount equal to the net proceeds (after deducting its portion of Selling Expenses) actually received by such Holder in the sale of Registrable Securities pursuant to this Agreementwhich such Registration Statement or Prospectus relates. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, howeverthat any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification required hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by this Section 7.1 shall not apply giving written notice to amounts paid in settlement the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such lossclaim or action, claimwith counsel reasonably acceptable to the indemnified party; provided, damagethat any indemnified party shall continue to be entitled to participate in the defense of such claim or action, liability with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or expense if action within a reasonable time after receipt of notice of such settlement claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party, (D) in the reasonable judgment of any such indemnified party, based upon advice of its counsel, a conflict of interest exists or may potentially exist between such indemnified party and the indemnifying party with respect to such claims or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the proviso in the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is effected entitled to indemnification hereunder without the consent of the Company indemnified party (which consent shall not to be unreasonably withheld, conditioned or delayed), nor and the indemnifying party shall not consent to the Company entry of any judgment or enter into or agree to any settlement relating to such claim or action unless in either case such judgment or settlement does not impose any admission of wrongdoing or injunctive or equitable relief binding on any indemnified party and includes as an unconditional term thereof the giving by the claimant or plaintiff therein to such indemnified party of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable in any such case hereunder for any such loss, claim, damage, liability amount paid or expense payable or incurred pursuant to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on judgment entered or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 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 occurs in reliance upon and in conformity settlement effected with written information furnished by such Selling Holder expressly for use in connection with such registration; 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 an indemnified party unless the relevant Selling Holder of Registrable Securities, which indemnifying party has also consented to such judgment or settlement (such consent shall not to be unreasonably withheld, conditioned or delayed, and ). (yd) If the indemnification provided for in no event shall the amount of any indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering received 11 is held by such Selling Holder. 7.3. Promptly after receipt a court of competent jurisdiction to be unavailable to, or unenforceable by, or is for any reason insufficient to hold harmless as contemplated by this Section 11 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 mutually satisfactory to the parties, acting reasonably; 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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 lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense referred to in this Section 7: (i) The herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified partyparty hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, in connection with the actions statements or omissions which resulted in such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses, expense as well as any other relevant equitable considerations. The relative fault of such the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, shall be determined by reference to, among other things, whether any Violation has been committed by, 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, such by the indemnifying party or by the indemnified partiesparty, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement or omission. 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 hereto were determined by pro rata allocation or by any other method of or allocation which that does not take into account the equitable considerations referred to in this Section 7.4(i11(d). Notwithstanding In no event shall the provisions amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 7.4, 11(d) exceed an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which net proceeds (after deducting its portion of Selling Expenses) actually received by such Holder in the sale of Registrable Securities sold by that gives rise to such indemnifying party and distributed obligation to the public were offered to the public contribute exceeds the amount of any damages that which such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person indemnified party guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. If (a) Incident to any registration of any Registrable Securities are included in a registration statement under pursuant to this Agreement: 7.1. To , the Company will indemnify, reimburse and hold harmless to the fullest extent permitted by applicable law, the Company shall indemnify each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and hold harmless each stockholders of any such partners), directors, officers, employees, representatives and agents of any of them) (each, a “Selling Holder”), and each Person, if any, person who controls such Selling Holder any of them within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act (each, a “Controlling Person”), from and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities expenses and expenses (liabilities, joint or severalseveral (including any investigative, legal and other expenses reasonably 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), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigationwhich they, or to which any of the foregoing Persons them, may become subject under the Securities Act, the Exchange Act or other federal or state lawsstatutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): on (i) Any any untrue statement or alleged untrue statement of a material fact contained in such registration statement, statement (including any related preliminary prospectus or final prospectus contained thereindefinitive prospectus, or any amendments amendment or supplements thereto supplement to such registration statement or any documents filed under state securities or “blue sky” laws in connection therewith; prospectus), (ii) The any omission or alleged omission to state therein in such document a material fact required to be stated therein, in it or necessary to make the statements therein in it not misleading; or , (iii) Any any violation or alleged violation by the Company of the Securities Act, the Exchange Act, Act or any applicable state securities statutory law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from statutory law, (iv) any failure to register or relating to or in connection with qualify the offer and sale of Registrable Securities pursuant in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter chosen by the Company being attributed to this Agreementthe Company) will undertake such registration or qualification on the Selling Holder’s behalf (provided that in such instance the Company shall not be so liable if it has undertaken its best efforts to so register or qualify the Registrable Securities), or (v) any blue sky application or other document executed by the Company specifically for the purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof; provided, however, that the indemnification required by this Section 7.1 shall Company will not apply be liable to amounts paid in settlement of any the extent that such loss, claim, damage, expense or liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon from and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or omission of a material fact contained in such registration statement or alleged untrue statement of a material factor omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or an omission or alleged omission Controlling Person expressly for use in such registration statement. With respect to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of untrue statement or omission in the final prospectus has not been sent or given to such person at or prior information furnished in writing to the confirmation of sale to Company by such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 7.2. To the extent permitted by applicable law, each Selling Holder shall expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company, each of Company (including its directors, each of its officers who shall have signed the registration statementofficers, employees, representatives and agents), each Personother Holder (including its partners (including partners of partners and stockholders of such partners), if anydirectors, who controls the Company within the meaning officers, employees, representatives and agents of the Securities Actany of them, any other Selling Holder, any controlling and each Controlling Person of any such other Selling Holder of them), from and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities expenses and expenses (liabilities, joint and or several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigationwhich they, or to which any of the foregoing Persons them, may otherwise become subject under the Securities Act, the Exchange Act or other federal or state lawsstatutory law or regulation, insofar at common law or otherwise as a direct result of such losses, claims, damages, liabilities and expenses arise out of untrue statement or are based upon any Violation, omission or alleged untrue statement or omission in each case the information furnished in writing to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished Company by such Selling Holder expressly for use in connection with such registration; providedregistration statement, provided that the obligation of the Selling Holder will be several and not joint and several. In no event, however, that (x) shall the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement liability of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant a Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) in no event shall the amount of any indemnity for indemnification under this Section 7.2 5(a) exceed the gross net proceeds from the applicable offering received by such Selling HolderHolder from its sale of Registrable Securities under such registration statement. 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 mutually satisfactory to the parties, acting reasonably; 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 proceedingb) 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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 provided for in Section 5(a) above for any reason is held by this Section 7 from the indemnifying party is a court of competent jurisdiction to be unavailable to an indemnified party hereunder in respect of any losses, claims, damages, expenses or liabilities or expenses referred to in therein, then each indemnifying party under this Section 7: (i) The indemnifying party5, in lieu of indemnifying such indemnified partyparty thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities or expenses in such proportion as is appropriate to reflect (i) the relative benefits received by the Company, the Selling Holders and the underwriters from the offering of the Registrable Securities and (ii) the relative fault of the indemnifying party Company, the Selling Holders and indemnified parties the underwriters in connection with the actions statements or omissions which resulted in such losses, claims, damages, liabilities expenses or expensesliabilities, as well as any other relevant equitable considerations; provided, however, that in the event of a registration statement filed in response to a demand for registration under Section 3(a) or Section 3(b) and in which the Company does not register any shares of capital stock, the proportion of contribution by the Company, the Selling Holders and the underwriters shall in all cases be governed solely by clause (ii) above. The relative benefits received by the Company, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The relative fault of such indemnifying party the Company, the Selling Holders and indemnified parties the underwriters shall be determined by reference to, among other things, whether any Violation has been committed by, 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 byby the Company, such indemnifying party the Selling Holders or indemnified parties, the underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities Company 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 each Selling Holder agrees that it would not be just and equitable if contribution pursuant to this Section 7.4 5(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in Section 7.4(i)the immediately preceding paragraph. Notwithstanding the provisions of this Section 7.4In no event, an indemnifying party that is however, shall a Selling Holder will not be required to contribute any amount under this Section 5(b) in excess of the amount net proceeds received by which the total price at which the such Selling Holder from its sale of Registrable Securities sold by under such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionregistration statement. No Person found 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 found guilty of such fraudulent misrepresentation. The Selling Holder’s obligations pursuant to this Section 5(b) shall be several in proportion to the amount of Registrable Securities registered by it and not joint and several. (c) The amount required to be paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this

Indemnification; Contribution. If any Registrable Securities are included in (a) For the purposes of this Agreement, an “indemnified party” shall mean a registration statement Person entitled to indemnification under this Agreement: 7.1. To Section 8, as well as such Person’s officers, directors (including with respect to the extent permitted by applicable lawCompany, any Person named in the Company shall indemnify Registration Statement with his or her consent as becoming a director in the future), employees, members, managers, partners, affiliates, agents and hold harmless each Selling Holderrepresentatives, and each Person, if any, who controls such Selling Holder Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, . (b) Each of the Dealer Manager and each officer, director, partner, employee the Company shall indemnify and affiliate of such Selling Holder and such controlling Person, hold harmless the Wholesaler against any and all losses, claims, damages, costs, expenses, liabilities (including any investigatory, legal and other expenses (joint incurred in connection with, and any amount paid in settlement of, any action, suit or severalproceeding or any claim asserted, other than by FINRA in connection with Section 8(d)), including attorneys’ fees and disbursements actions to which the Wholesaler and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigationits indemnified parties, or to which any of the foregoing Persons them, may become subject under the Securities Act, the Exchange Act or Act, any other federal or state lawsstatute, law or regulation, at common law or otherwise, in connection with or related to the Public Offering or this Agreement, insofar as such losses, claims, damages, costs, expenses or liabilities and expenses or actions do not arise out of or are not based upon any action or omission of the following statementsWholesaler constituting negligence, omissions misconduct or violations (collectively a “Violation”):violation of this Agreement or applicable laws or regulations. (i) Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewith; (iic) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreement; 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 7.2. To the extent permitted by applicable law, each Selling Holder Wholesaler shall indemnify and hold harmless the Company, each of its directors, the Company and the Dealer Manager to the same extent as the foregoing indemnity from each of its officers who shall have signed the registration statement, each Person, if any, who controls the Company within and 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 severalDealer Manager set forth in Section 8(b), 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, but only insofar as such losses, claims, damages, costs, expenses, or liabilities and expenses or actions arise out of or are based upon any Violationaction or omission of the Wholesaler constituting negligence, misconduct or violation of this Agreement or applicable laws or regulations. (d) If, after the Public Offering has terminated, FINRA alleges violations of the compensation and expense provisions of FINRA Rule 2310(b)(4)(B)(i) and/or FINRA Rule 2310(b)(4)(B)(ii) (the “Compensation Rules”) against the Dealer Manager in its capacity as dealer manager of the Public Offering, then the Wholesaler shall enter into a joint defense agreement with the Dealer Manager to defend the charges of excessive compensation. Further, in each case the event of a full and final settlement, or a final disciplinary decision (i.e., where all available appeals have been taken or the time to notice an appeal has passed) wherein the Compensation Rules were found to have been violated by the Dealer Manager, the Wholesaler shall contribute to the extent (and only Company any amounts that FINRA has determined should be repaid by the Dealer Manager to the extent) that Company in connection with the FINRA action. In addition, Wholesaler shall reimburse the Dealer Manager for any fines or penalties assessed against it by, and paid to, FINRA as a result of such Violation occurs in reliance upon action and in conformity with written information furnished by such Selling Holder expressly shall reimburse the Dealer Manager for use the reasonable legal fees and costs of defense the Dealer Manager incurred in connection with such registration; providedaction. For the avoidance of doubt, 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 Dealer Manager shall not be unreasonably withheld, conditioned responsible for any amounts required to be contributed by the Wholesaler to the Company or delayed, and (y) in no event shall otherwise by the amount of any indemnity under Wholesaler pursuant to this Section 7.2 exceed the gross proceeds from the applicable offering received by such Selling Holder8(d). 7.3. Promptly (e) Any party which proposes to assert the right to be indemnified under Section 8(b) or 8(c) will, promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, suit, proceeding, investigation suit or threat thereof proceeding against such party in respect of which a claim is to be made in writing for which such against an indemnified party may make a claim under this Section 78(b) or 8(c), notify each such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof of such action, suit or proceeding, enclosing a copy of all papers served, and the failure so to notify such 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 mutually satisfactory to the parties, acting reasonably; 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, suit or proceeding shall relieve such indemnifying party of it from any liability to the indemnified party under this Section 7 but shall not relieve the indemnifying party of any liability that which it may have to any indemnified party under Section 8(b) or 8(c) to the extent, and only to the extent, that such failure was prejudicial to the indemnifying party. In no event shall any such failure relieve an indemnifying party of any liability which it may have to an indemnified party otherwise than pursuant to this under Section 78(b) or 8(c). Any fees and expenses incurred by the In case any such action, suit or proceeding shall be brought against any indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) party shall notify the indemnifying part of the commencement thereof, the indemnifying party shall be paid entitled to participate therein, and, if it shall wish, individually or jointly with any other indemnifying party, to assume (or have such other party assume) the defense thereof, with counsel reasonably satisfactory to such indemnified party, as incurredand, within thirty after notice from the indemnifying party to such indemnified party of its election (30or the election of such other party) days so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, other than reasonable costs of written notice thereof to investigation requested by the indemnifying party (regardless of whether it is ultimately determined that an or such other party), subsequently incurred by such indemnified party is not entitled to indemnification hereunderin connection with the defense thereof, except as provided in Section 8(f). Any such . (f) The indemnified party shall have the right to employ separate its counsel in any such action, claim or proceeding and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expenses expense of such indemnified party unless unless: (i) the employment by counsel by such indemnified party has been authorized by the indemnifying party has agreed to pay (or such fees and expenses or other indemnifying party as may have assumed the defense of the action in question); (ii) the indemnified party reasonably shall have concluded that there may be a conflict of interest between the indemnifying party shall have failed to promptly assume (or such other party) and the indemnified party in the conduct of the defense of such action, claim or proceeding or action (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 in which are different from or in addition to those available to case the indemnifying party and that the assertion of or 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 other party shall not have the right to direct the defense of such action on behalf of the indemnified party); or (iii) the indemnifying party shall not in fact have employed counsel to assume the defense of such action, claim or proceeding on behalf in each 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 which cases the reasonable fees and expenses of more than one separate firm counsel shall be at the expense of attorneys the indemnifying party. (together with appropriate local counselg) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the An indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). No indemnifying party shall not be liable to an indemnified party for any settlement of any action, suit or proceeding or claim effected without the its prior 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 proceedingconsent. (iih) 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). Notwithstanding the exculpation provisions of this Section 7.4, an indemnifying party that is a Selling Holder will the Company’s Articles of Incorporation and Bylaws shall not be required to contribute relieve the Dealer Manager or any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed its principals from any liability they may have or incur to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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 misrepresentationCompany under this Agreement.

Indemnification; Contribution. 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, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each officer, director, partner, and employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and reasonable expenses (joint or several), including reasonable 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 become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and reasonable expenses arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):"VIOLATION"). (i) Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewiththereto; (ii) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreementlaw; providedPROVIDED, howeverHOWEVER, that the indemnification required by this Section 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, conditioned or delayed)Company, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; providedPROVIDED, furtherFURTHER, that the indemnity agreement contained in this Section SECTION 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify the Selling Holders against claims asserted by underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such 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 reasonable 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 occurs in reliance upon and in conformity with written information about such Selling Holder furnished by such Selling Holder expressly for use in connection with such registration; providedPROVIDED, howeverHOWEVER, that (xi) the indemnification required by this Section 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, conditioned or delayed, and (yii) in no event shall the amount of any indemnity under this Section 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 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 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 mutually satisfactory to the parties, acting reasonably; 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 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 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; PROVIDED, HOWEVER, that such notice is accompanied by an appropriate undertaking of the indemnified party (regardless of whether to reimburse the indemnifying party to the extent it is ultimately determined that an indemnified such party is not entitled to indemnification hereunder)indemnification. 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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 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 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 SECTION 7.1 and Section 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 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 SECTION 7.4(i). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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.

Indemnification; Contribution. If any Registrable Securities are included in 8.1 With respect to a registration statement under this Agreement: 7.1. To Demand Registration Statement, to the extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling Holder, each Person, if any, who controls each such Selling Holder within the meaning of the Securities Act, and each officer, director, partner, and employee and affiliate of each such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or several), including reasonable attorneys’ fees and disbursements and expenses of investigationinvestigation (collectively, “Losses”), incurred by such party pursuant to any actual or threatened action, suit, proceeding or 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 Losses arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (ia) Any any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewiththereto; (iib) The the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading; or (iiic) Any any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable federal or state securities law or any rule or regulation promulgated under applicable to the Securities Act, the Exchange Act or any applicable state securities law arising from or Company relating to any action or inaction by the Company in connection with the offer and sale of Registrable Securities pursuant to this Agreementregistration effected by the registration statement; provided, however, that the indemnification required by this Section 7.1 8.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense Loss to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by or on behalf of the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in any indemnification required by this Section 7 8.1 shall not apply to any underwriter a Holder to the extent that any such loss Loss is based on or arises out of (i) sales of Registrable Securities during any Suspension Period or (ii) an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has been delivered to each such Holder but has not been sent or given by each such Holder to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do soPerson alleging damage. 7.2. 8.2 To the extent permitted by applicable law, each Selling such Holder shall shall, severally and not jointly, 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, Act against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys’ fees and disbursements and expenses of investigation, Losses incurred by the Company or such party Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which the Company or 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 Losses arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance arises out of or is based upon and in conformity with written information furnished by or on behalf of such Selling Holder expressly for use in connection with such registration; provided, however, that (x) the indemnification required by this Section 7.2 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense Loss if such settlement is effected without the consent of the relevant Selling Holder of Registrable Securitiessuch Holder, (which consent shall not be unreasonably withheld, conditioned or delayed), and (y) in no event shall the amount of any indemnity obligation under this Section 7.2 8.2 exceed the gross net proceeds from the applicable offering received by such Selling Participating Holder. 7.3. (a) Promptly after receipt by an indemnified party under this Section 7 8 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 78, 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 mutually satisfactory to the parties, acting reasonably; 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 proceedingthereof. The failure to deliver written notice to the indemnifying party within a reasonable time as soon as practicable 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 8 to the extent of such prejudice but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 78. 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 incurred (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). . (b) 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 (iiiii) 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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. 8.4 If the indemnification required by this Section 7 8 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses Losses referred to in this Section 78: (ia) 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 Losses 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 expensesLosses, 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 Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.1 8.1 and Section 7.28.2, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (iib) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 8.4 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(i8.4(a). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f12(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 8.5 If indemnification is available under this Section 8, the indemnifying parties shall indemnify each indemnified party to the full extent provided in this Section 8 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 8.4. 8.6 The obligations of the Company and any Holder under this Section 8 shall survive the completion of any offering of Registrable Securities pursuant to a registration statement under this Agreement, and otherwise.

Indemnification; Contribution. If In the event any Registrable Securities are SPSS Common Stock held by a Shareholder is included in a registration statement under this AgreementArticle IV: 7.1. To the extent permitted by applicable law, the Company shall (a) SPSS will indemnify and hold harmless such Shareholder, any underwriter (as defined in the Act) for such Shareholder and each Selling Holder, each Personperson, if any, who controls such Selling Holder Shareholder or underwriter within the meaning of the Securities Act or the 1934 Act, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or several), including attorneys’ fees and disbursements and ) or 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 they may become subject under the Securities Act, the Exchange 1934 Act or other federal or state lawslaw, insofar as such losses, claims, damages, liabilities and (or actions in respect thereof) or 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 preliminary prospectus or final prospectus contained therein, therein or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewith; thereto, (ii) The the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or , or (iii) Any any violation or alleged violation by the Company SPSS of the Securities Act, the Exchange 1934 Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange 1934 Act or any applicable state securities law arising from law; and SPSS will pay to each such Shareholder, underwriter or relating to controlling person, any and all legal or other expenses reasonably incurred by them in connection with the offer and sale of Registrable Securities pursuant to this Agreementinvestigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnification required by indemnity agreement contained in this Section 7.1 subsection 4.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, action or expense if such settlement is effected without the consent of the Company (SPSS, which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company SPSS be liable in any such case for any such loss, claim, damage, liability liability, action or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party such Shareholder or any controlling person of such Shareholder expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 7.2. To the extent permitted by applicable law, each Selling Holder shall (b) Such Shareholder will indemnify and hold harmless the CompanySPSS, each of its directors, each of its officers who shall have has signed the registration statement, each Personperson, if any, who controls the Company SPSS within the meaning of the Securities Act, any other Selling Holderunderwriter, and any controlling Person person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Personunderwriter, against any and all losses, claims, damages, liabilities and expenses (joint and or several), including attorneys’ fees and disbursements and ) or 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 persons may otherwise become subject subject, under the Securities Act, the Exchange 1934 Act or other federal or state lawslaw, insofar as such losses, claims, damages, liabilities and (or actions in respect thereto) or expenses arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Holder Shareholder expressly for use in connection with such registration; and such Shareholder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 4.5(b), in connection with investigating or defending any such loss, claim, damage, liability, action or expense; provided, however, that (xthe indemnity agreement contained in this subsection 4.5(b) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, action or expense if such settlement is effected without the consent of the relevant Selling Holder of Registrable Securitiessuch Shareholder, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, and (y) that, in no event shall the amount of any indemnity under this Section 7.2 subsection 4.5(b) exceed the gross proceeds from the applicable offering of the shares of SPSS Common Stock received by such Selling HolderShareholder. SPSS shall make the Registration Statement available to the Quantime Shareholders for comment prior to the filing thereof. 7.3. (c) Promptly after receipt by an indemnified party under this Section 7 4.5 of notice of the commencement of any action (including any governmental 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 will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4.5, 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 mutually satisfactory to the parties, acting reasonably; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own one separate 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 a conflict of 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 of 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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 withheld4.5. 7.4. (d) If the indemnification required by provided for in this Section 7 4.5 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 therein, then 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 party 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 faults of such indemnifying party and indemnified parties party shall be determined by reference to, among other things, whether any Violation action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been committed made by, or relates to information supplied by, such indemnifying party or indemnified partiesparty, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such Violationaction. 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 includeinclude any fees, subject to the limitations set forth in Section 7.1 and Section 7.2, any legal or other fees charges or expenses (including fees, disbursements and other charges of legal counsel) 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). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person 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 misrepresentationperson.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To (a) The Company shall, to the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling HolderHolder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Selling Holder within the meaning or Controlling Person (each of the Securities Actforegoing, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling a “Covered Person, ”) against any and all losses, claims, actions, damages, liabilities and expenses (expenses, joint or 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 such Covered Person may become subject under the Securities Act, the Exchange Act Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or 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 statementor incorporated by reference in any Registration Statement, including any Prospectus, preliminary Prospectus, free writing prospectus or final prospectus contained therein, (as defined in Rule 405 under the Securities Act or any amendments successor rule thereto) or supplements any amendment thereof or supplement thereto or any documents filed under state securities or “blue sky” laws in connection therewith; document incorporated by reference therein, (ii) The any omission or alleged omission to state therein of a material fact required to be stated therein, therein or necessary to make the statements therein not misleading; or misleading or (iii) Any any violation or alleged violation by the Company of the Securities Act, the Exchange Act, Act or any applicable other similar federal or state securities law laws or any rule or regulation promulgated under thereunder applicable to the Securities Act, the Exchange Act or any applicable state securities law arising from or Company and relating to any action or inaction required of the Company in connection with any registration of securities, and the offer and sale of Registrable Securities pursuant to this Agreement; providedCompany shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in settlement of defending or settling any such loss, claim, damageaction, liability damage or expense if such settlement is effected without the consent of liability; provided, that the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be so liable in any such case for to the extent that any such loss, claim, action, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such 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 upon, and a copy of the final prospectus has not been sent or given to such person at or prior in conformity with, written information prepared and furnished to the confirmation of sale Company by such Covered Person expressly for use therein. This indemnity shall be in addition to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do soany liability the Company may otherwise have. 7.2. To (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall, to the fullest extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers employees, agents and any Person 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 is or might be deemed to be a 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, actions, damages, liabilities and expenses (expenses, joint and or 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 they or any of the foregoing Persons them may otherwise become subject under the Securities Act, the Exchange Act Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or expenses arise out of or are based upon (i) any Violationuntrue or alleged untrue statement of a material fact contained in the 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 (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in the case of each case of clauses (i) and (ii), only to the extent (and only to the extent) that such Violation occurs untrue statement or alleged untrue statement, or omission or alleged omission, is made in 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 in reliance upon upon, and in conformity with with, written information prepared and furnished to the Company by such Selling Holder expressly for use therein, and such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with such registration; providedinvestigating, however, that (x) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of defending or settling any such loss, claim, damageaction, liability damage or expense if settlement is effected without liability; provided, that the consent of the relevant Selling obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder of Registrable Securities, which consent and shall not be unreasonably withheld, conditioned or delayed, and exceed an amount equal to the net proceeds (yafter deducting Selling Expenses) in no event shall the amount of any indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering actually received by such Selling HolderHolder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. This indemnity shall be in addition to any liability which such Holder may otherwise have. 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 (c) Any Person entitled to indemnification hereunder 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 mutually satisfactory to the parties, acting reasonably; 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 give prompt written notice to the indemnifying party within a reasonable time following the commencement of any such actionclaim with respect to which it seeks indemnification; provided, if prejudicial that any failure or delay to its ability to defend such action, shall relieve such so notify the indemnifying party of any liability to the indemnified party under this Section 7 but shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any liability such claim or action, with counsel reasonably acceptable to the indemnified party; provided, that it may have to any indemnified party otherwise than pursuant shall continue to this Section 7. Any fees be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently 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 (iA) the indemnifying party has agreed in writing to pay such fees fees, costs and expenses or expenses, (iiB) the indemnifying party shall have has failed to promptly assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or proceeding action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (iiiE) 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 has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or in addition additional to those available to the indemnifying party and that party. Subject to the assertion of such defenses would create a conflict of interest such that counsel employed by proviso in the foregoing sentence, no 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 notshall, in connection with any one such action, claim or proceeding action or separate but substantially similar or related actions, claims or proceedings actions in the same jurisdiction arising out of the same general allegations circumstances or circumstancesallegations, be liable for the reasonable fees fees, costs and expenses of more than one separate firm of attorneys (together with appropriate in addition to any local counsel) at any time for all such indemnified parties, unless in . The indemnifying party shall not have the reasonable judgment of such right to settle a claim or action for which any indemnified party a conflict is entitled to indemnification hereunder without the consent of interest may exist between such the indemnified party party, and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated not consent to pay the fees entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and expenses includes as an unconditional term thereof the giving by the claimant or plaintiff therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such additional counsel claim or counsels)action. No The indemnifying party shall not be liable hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party for any settlement of any action, proceeding or claim without the written consent of unless the indemnifying party, which party has also consented to such judgment or settlement (such consent shall not to be unreasonably withheld, conditioned or delayed). 7.4. (d) If the indemnification required by provided for in this Section 7 from the indemnifying party 11 is held by a court of competent jurisdiction to be unavailable to to, or unenforceable by, an indemnified party hereunder in respect of any lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense referred to in this Section 7: (i) The herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified partyparty hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, in connection with the actions statements, omissions or violations which resulted in such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses, expense as well as any other relevant equitable considerations. The relative fault of such the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, shall be determined by reference to, among other things, whether any Violation has been committed by, 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, such by the indemnifying party or by the indemnified partiesparty, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities was perpetrated by the indemnifying party or the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement, omission or 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 hereto were determined by pro rata allocation or by any other method of or allocation which that does not take into account the equitable considerations referred to in this Section 7.4(i11(d). Notwithstanding In no event shall the provisions amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 7.4, 11(d) exceed an indemnifying party that is a amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder will not be required to contribute any amount in excess the sale of the amount by which the total price at which the Registrable Securities sold by that gives rise to such indemnifying party and distributed obligation to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissioncontribute. No Person indemnified party guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. 6.1 To the extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each officer, director, partner, and employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or 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 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”"): (ia) Any untrue statement by the Company or alleged untrue statement of a material fact about the Company contained in such a registration statementstatement filed in accordance herewith, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewiththereto; (iib) The omission or alleged omission to state therein a material fact about the Company required to be stated therein, or necessary to make the statements therein not misleading; or (iiic) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreementlaw; provided, however, that the indemnification required by this Section 7.1 6.1 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 6 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such 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. 6.2 To the extent permitted by applicable law, each Selling Holder shall (severally but not jointly) 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 occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; provided, however, that (x) the indemnification required by this Section 7.2 6.2 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, conditioned or delayed, and (y) in no event shall the amount of any indemnity under this Section 7.2 6.2 exceed the gross net proceeds from the applicable offering received by such Selling Holder. 7.3. 6.3 Promptly after receipt by an indemnified party under this Section 7 6 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 76, 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 mutually satisfactory to the parties, acting reasonably; provided, however, 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 6 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. 6 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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. 6.4 If the indemnification required by this Section 7 6 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:this (ia) 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 6.1 and Section 7.26.2 (including the limitation in Section 6.2 that in no event shall a Selling Holder be liable for any amount in excess of the net proceeds from the applicable offering received by such Selling Holder), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (iib) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 6.4 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(i6.4(a). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. 6.5 If indemnification is available under this Section 6, the indemnifying parties shall indemnify each indemnified party to the full extent provided in this Section 6 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 6.4. 6.6 The obligations of the Company and the Selling Holders of Registrable Securities under this Section 6 shall survive the completion of any offering of Registrable Securities pursuant to a registration statement under this Agreement, and otherwise.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To (a) The Company shall, to the fullest extent permitted by applicable lawLaw, the Company shall indemnify and hold harmless each Selling HolderSxxxx Family Stockholder, any Person who is a “controlling person” of such Stockholder or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other agent, if any, who acts on behalf of or controls any such Selling Holder within the meaning Stockholder or Controlling Person (each of the Securities Actforegoing, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling a “Covered Person, ”) against any and all losses, claims, actions, damages, liabilities (or actions or proceedings in respect thereof, whether or not such Covered Person is a party thereto) and expenses (including reasonable costs of investigation and legal expenses), joint or 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 such Covered Person may become subject under the Securities Act, the Exchange Act Act, any state blue sky securities Laws, any equivalent non-U.S. securities Laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or 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 statementor incorporated by reference in any Registration Statement, including any Prospectus, preliminary Prospectus, free writing prospectus or final prospectus contained therein, (as defined in Rule 405 under the Securities Act or any amendments successor rule thereto) (a “Free Writing Prospectus”) or supplements any amendment thereof or supplement thereto or any documents filed under state securities document incorporated by reference therein or “blue sky” laws in connection therewith; (ii) The any omission or alleged omission to state therein of a material fact required to be stated therein, therein or necessary to make the statements therein not misleading, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability; orprovided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based 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 or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein or arises out of or based upon such Covered Person’s failure to deliver a copy of the Prospectus or any amendments or supplements thereto to a purchaser (if so required) after the Company has furnished such Covered Person with a sufficient number of copies of the same. This indemnity shall be in addition to any liability the Company may otherwise have. (iiib) Any violation In connection with any registration in which a Stockholder is participating, each such Stockholder shall (severally and not jointly), to the fullest extent permitted by Law, indemnify and hold harmless the Company, any Person who is a Controlling Person of the Company, their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other agent, if any, who acts on behalf of or alleged violation by controls the Company or Controlling Person (each of the foregoing, a “Company Covered Person”) against any losses, claims, actions, damages, liabilities (or actions or proceedings in respect thereof, whether or not such Company Covered Person is a party thereto) and expenses (including reasonable costs of investigation and legal expenses), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any applicable state blue sky securities law Laws, any equivalent non-U.S. securities Laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, Free Writing Prospectus or any rule amendment thereof or regulation promulgated under the Securities Act, the Exchange Act supplement thereto or any applicable state securities law arising from document incorporated by reference therein or relating (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in connection with the offer case of each of clauses (i) and (ii) solely to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, Free Writing Prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information regarding such Stockholder prepared and furnished to the Company by such Stockholder expressly for use therein; provided, that the obligation to indemnify pursuant to this Section 4.10(b) shall be individual and several, not joint and several, for each participating Stockholder and shall not exceed an amount equal to the net proceeds (after deducting its portion of Selling Expenses) actually received by such Stockholder in the sale of Registrable Securities pursuant to this Agreementwhich such Registration Statement or Prospectus relates; provided, howeverfurther, that notwithstanding anything in this Agreement to the contrary, in no event shall the Stockholders or any other Covered Person be deemed a Company Covered Person. This indemnity shall be in addition to any liability which such Stockholder may otherwise have. (c) Any Person entitled to indemnification required by this Section 7.1 hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, that any failure or delay to so notify the indemnifying party shall not apply relieve the indemnifying party of its obligations hereunder, except to amounts paid the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in settlement and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such lossclaim or action, claimwith counsel reasonably acceptable to the indemnified party; provided, damagethat any indemnified party shall continue to be entitled to participate in the defense of such claim or action, liability with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or expense if action within a reasonable time after receipt of notice of such settlement claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party, (D) in the reasonable judgment of any such indemnified party, based upon advice of its counsel, a conflict of interest exists or may potentially exist between such indemnified party and the indemnifying party with respect to such claims or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the proviso in the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is effected entitled to indemnification hereunder without the consent of the Company indemnified party (which consent shall not to be unreasonably withheld, conditioned or delayed), nor and the indemnifying party shall not consent to the Company entry of any judgment or enter into or agree to any settlement relating to such claim or action unless in either case such judgment or settlement does not impose any admission of wrongdoing or injunctive or equitable relief binding on any indemnified party and includes as an unconditional term thereof the giving by the claimant or plaintiff therein to such indemnified party of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable in any such case hereunder for any such loss, claim, damage, liability amount paid or expense payable or incurred pursuant to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on judgment entered or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 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 occurs in reliance upon and in conformity settlement effected with written information furnished by such Selling Holder expressly for use in connection with such registration; 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 an indemnified party unless the relevant Selling Holder of Registrable Securities, which indemnifying party has also consented to such judgment or settlement (such consent shall not to be unreasonably withheld, conditioned or delayed, and ). (yd) If the indemnification provided for in no event shall the amount of any indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering received 4.10 is held by such Selling Holder. 7.3. Promptly after receipt a court of competent jurisdiction to be unavailable to, or unenforceable by, or is for any reason insufficient to hold harmless as contemplated by this Section 4.10 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 mutually satisfactory to the parties, acting reasonably; 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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 lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense referred to in this Section 7: (i) The herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified partyparty hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, in connection with the actions statements or omissions which resulted in such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses, expense as well as any other relevant equitable considerations. The relative fault of such the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, shall be determined by reference to, among other things, whether any Violation has been committed by, 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, such by the indemnifying party or by the indemnified partiesparty, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement or omission. 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 Parties agree that it would not be just and equitable if contribution pursuant to this Section 7.4 hereto were determined by pro rata allocation or by any other method of or allocation which that does not take into account the equitable considerations referred to in this Section 7.4(i4.10(d). Notwithstanding In no event shall the provisions of amount which a Stockholder may be obligated to contribute pursuant to this Section 7.4, 4.10(d) exceed an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which net proceeds (after deducting its portion of Selling Expenses) actually received by such Stockholder in the sale of Registrable Securities sold by that gives rise to such indemnifying party and distributed obligation to the public were offered to the public contribute exceeds the amount of any damages that which such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person indemnified party guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 4.10 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of any Registrable Securities by any Stockholder.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To (a) Parent shall, to the fullest extent permitted by applicable lawLaw, the Company shall indemnify and hold harmless each Selling HolderHolder of Registrable Securities, any Person who is a “controlling person” of such Holder or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other agent, if any, who acts on behalf of or controls any such Selling Holder within the meaning or Controlling Person (each of the Securities Actforegoing, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling a “Covered Person, ”) against any and all losses, claims, actions, damages, liabilities (or actions or proceedings in respect thereof, whether or not such Covered Person is a party thereto) and expenses (including reasonable costs of investigation and legal expenses), joint or 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 such Covered Person may become subject under the Securities Act, the Exchange Act Act, any state blue sky securities Laws, any equivalent non-U.S. securities Laws or other federal or state lawsotherwise, insofar as such losses, claims, actions, damages, liabilities and or 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 statementor incorporated by reference in any Registration Statement, including any Prospectus, preliminary Prospectus, free writing prospectus or final prospectus contained therein, (as defined in Rule 405 under the Securities Act or any amendments successor rule thereto) (a “Free Writing Prospectus”) or supplements any amendment thereof or supplement thereto or any documents filed under state securities document incorporated by reference therein or “blue sky” laws in connection therewith; (ii) The any omission or alleged omission to state therein of a material fact required to be stated therein, therein or necessary to make the statements therein not misleading; or, and Parent shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability; provided, that Parent shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based 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 or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished to Parent by such Covered Person expressly for use therein or arises out of or based upon such Covered Person’s failure to deliver a copy of the Prospectus or any amendments or supplements thereto to a purchaser (if so required) after Parent has furnished such Covered Person with a sufficient number of copies of the same. This indemnity shall be in addition to any liability Parent may otherwise have. (iiib) Any violation In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall (severally and not jointly), to the fullest extent permitted by Law, indemnify and hold harmless Parent, its directors and officers, employees, agents and any Person who is a Controlling Person of Parent and any other selling Holder of Registrable Securities, its directors and officers, employees, agents and any Person who is a Controlling Person of such other selling Holder against any losses, claims, actions, damages, liabilities (or alleged violation by the Company actions or proceedings in respect thereof, whether or not such Covered Person is a party thereto) and expenses (including reasonable costs of investigation and legal expenses), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any applicable state blue sky securities law Laws, any equivalent non-U.S. securities Laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, Free Writing Prospectus or any rule amendment thereof or regulation promulgated under the Securities Act, the Exchange Act supplement thereto or any applicable state securities law arising from document incorporated by reference therein or relating (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in connection with the offer case of each of clauses (i) and (ii) solely to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, Free Writing Prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information regarding such Holder prepared and furnished to Parent by such Holder expressly for use therein; provided, that the obligation to indemnify pursuant to this Section 11(a) shall be individual and several, not joint and several, for each participating Holder and shall not exceed an amount equal to the net proceeds (after deducting its portion of Selling Expenses) actually received by such Holder in the sale of Registrable Securities pursuant to this Agreement; which such Registration Statement or Prospectus relates. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, howeverthat any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification required hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by this Section 7.1 shall not apply giving written notice to amounts paid in settlement the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such lossclaim or action, claimwith counsel reasonably acceptable to the indemnified party; provided, damagethat any indemnified party shall continue to be entitled to participate in the defense of such claim or action, liability with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or expense if action within a reasonable time after receipt of notice of such settlement claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party, (D) in the reasonable judgment of any such indemnified party, based upon advice of its counsel, a conflict of interest exists or may potentially exist between such indemnified party and the indemnifying party with respect to such claims or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the proviso in the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is effected entitled to indemnification hereunder without the consent of the Company indemnified party (which consent shall not to be unreasonably withheld, conditioned or delayed), nor and the indemnifying party shall not consent to the Company entry of any judgment or enter into or agree to any settlement relating to such claim or action unless in either case such judgment or settlement does not impose any admission of wrongdoing or injunctive or equitable relief binding on any indemnified party and includes as an unconditional term thereof the giving by the claimant or plaintiff therein to such indemnified party of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable in any such case hereunder for any such loss, claim, damage, liability amount paid or expense payable or incurred pursuant to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on judgment entered or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 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 occurs in reliance upon and in conformity settlement effected with written information furnished by such Selling Holder expressly for use in connection with such registration; 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 an indemnified party unless the relevant Selling Holder of Registrable Securities, which indemnifying party has also consented to such judgment or settlement (such consent shall not to be unreasonably withheld, conditioned or delayed, and ). (yd) If the indemnification provided for in no event shall the amount of any indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering received 11 is held by such Selling Holder. 7.3. Promptly after receipt a court of competent jurisdiction to be unavailable to, or unenforceable by, or is for any reason insufficient to hold harmless as contemplated by this Section 11 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 mutually satisfactory to the parties, acting reasonably; 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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 lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense referred to in this Section 7: (i) The herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified partyparty hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, in connection with the actions statements or omissions which resulted in such lossesloss, claimsclaim, damagesaction, liabilities damage, liability or expenses, expense as well as any other relevant equitable considerations. The relative fault of such the indemnifying party party, on the one hand, and of the indemnified parties party, on the other hand, shall be determined by reference to, among other things, whether any Violation has been committed by, 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, such by the indemnifying party or by the indemnified partiesparty, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement or omission. 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 hereto were determined by pro rata allocation or by any other method of or allocation which that does not take into account the equitable considerations referred to in this Section 7.4(i11(d). Notwithstanding In no event shall the provisions amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 7.4, 11(d) exceed an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which net proceeds (after deducting its portion of Selling Expenses) actually received by such Holder in the sale of Registrable Securities sold by that gives rise to such indemnifying party and distributed obligation to the public were offered to the public contribute exceeds the amount of any damages that which such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person indemnified party guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To the extent permitted by applicable law, the (a) The Company shall indemnify and hold harmless each Selling Holder, Holder of Registrable Securities and each Person, if any, who controls such Selling Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, ) against any and all losses, claims, damages, liabilities and expenses (joint or several)including reasonable attorneys' fees, including attorneys’ fees and disbursements and expenses of investigationexpenses, as incurred) (collectively, "Losses") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigationinvestigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to which be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing Persons may become subject under or necessary to make the Securities Actstatements therein (in the case of a Prospectus or a preliminary Prospectus, in the Exchange Act or other federal or state lawslight of the circumstances then existing) not misleading, except in each case insofar as such lossesstatements or omissions arise out of or are based upon (i) 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, claims(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, damagesexcept such Prospectus as so amended or supplemented. Notwithstanding the foregoing provisions of this Section 10(a), liabilities and expenses the Company shall not be liable to any Holder or to any Person who controls such 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 following statements, omissions or violations (collectively a “Violation”): (i) Any untrue statement or alleged untrue statement of a material fact contained matters specified in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewith; clause (ii) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law immediately preceding sentence or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreement; 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises arise out of or is are based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to state send or deliver a material fact, contained in copy of the Prospectus with or omitted prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from any preliminary prospectus if which such Losses arise and (B) the final prospectus shall correct Prospectus would have corrected such untrue statement or alleged untrue statement, 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 a copy (y) having previously been furnished by or on behalf of the final prospectus has not been sent Company with copies of the Prospectus as so amended or given supplemented, such Holder thereafter fails to deliver such person at 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 person if such underwriter was under an obligation to deliver such final prospectus and failed to do soLosses arise. 7.2. To the extent permitted by applicable law(b) In connection with any Registration Statement filed pursuant hereto, each Selling Holder shall of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, each of its directorsdirectors and officers, each of its officers who shall have signed the registration statement, and each Person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, 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, other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigationinvestigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to which be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing Persons may otherwise become subject under or necessary to make the Securities Act, the Exchange Act statements therein (in case of a Prospectus or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violationpreliminary Prospectus, in each case the light of the circumstances then existing) not misleading, but only to the extent (and only to the extent) that any such Violation occurs untrue statement or omission is made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to the Company by such Selling Holder expressly or its counsel specifically for use in connection with such registrationtherein; provided, however, that (x) the indemnification required by this Section 7.2 liability of each Holder hereunder shall not apply be limited to amounts paid in settlement the proportion of any such loss, claim, damage, liability or expense if settlement Losses that is effected without equal to the consent of proportion that the relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) in no event shall the amount of any indemnity under this Section 7.2 exceed the gross net proceeds from the applicable offering sale of Registrable Securities sold by such Holder under such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Selling HolderHolder from the sale of Registrable Securities covered by such Registration Statement. 7.3. Promptly (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by an such indemnified party under this Section 7 of any written notice of the commencement of any action, suit, proceeding, proceeding or investigation or threat thereof made in writing for which such indemnified party may make a claim under indemnification or contribution pursuant to this Section 7Agreement, provided that failure to give such indemnified party notification shall deliver to not affect the obligations of the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right pursuant to participate in, and, this Section 10 except to the extent the indemnifying party so desiresshall have been actually prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly noticednotified, to assume the defense thereof thereof, with counsel mutually reasonably satisfactory to the partiessuch indemnified party, acting reasonably; 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 after notice from the indemnifying party, if representation of party to such indemnified party by the counsel retained by the indemnifying party would be inappropriate due of its election so 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 assume 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 be liable to assume the defense such indemnified party for any legal expenses of such actionother counsel or any other expenses, claim or proceeding on behalf of in each case subsequently incurred by 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 defense thereof other than reasonable costs 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 partiesinvestigation, unless in the reasonable judgment of such any indemnified party party, based on the written opinion of counsel, a conflict of interest may is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such actionclaim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim or proceedingshall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties (the selection of which counsel by such Holders of a majority of such Registrable Securities shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters or counsels)(iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party shall be liable to an indemnified party for any settlement party, in defense of any such action, suit, proceeding or claim investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the written consent of the each indemnifying party, which consent shall not be unreasonably withheld. 7.4. (d) If the indemnification required by this Section 7 from the indemnifying party provided for in this Section 10 is unavailable to an indemnified party hereunder in respect of to any lossesLosses, claims, damages, liabilities or expenses referred to in this Section 7: (i) The then 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 Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties party in connection with the actions which resulted in such losses, claims, damages, liabilities or expensesLosses, as well as any other relevant equitable considerations; provided, however, that the liability of each Holder hereunder shall be limited to the proportion of any such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement. The relative fault of such indemnifying party and indemnified parties party shall be determined by reference to, among other things, whether any Violation action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been committed made by, or relates to information supplied by, such indemnifying party or indemnified partiesparty, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such Violationaction. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.1 and Section 7.210(c), any legal or other fees or and expenses reasonably incurred by such indemnified 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). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. The parties agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 10(d). If indemnification is available under this Section 10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 10(a) or 10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 10(d). (e) The provisions of this Section 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. 5.1 To the extent permitted by applicable law, the Company shall indemnify and hold harmless each Selling Holder, ; each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, ; and each officer, director, partner, partner and employee and affiliate of such Selling Holder and such controlling Person, ; against any and all losses, claims, damages, liabilities and expenses (joint or 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 become subject under the Securities Act, to the Exchange Act or other federal or state laws, insofar as extent 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) 5.1.1 Any untrue statement or alleged untrue statement of a material fact contained in such registration statementthe Registration Statement, including any preliminary prospectus or final prospectus contained thereinProspectus, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewiththereto; (ii) 5.1.2 The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) 5.1.3 Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreementlaw; provided, however, that the indemnification required by this Section 7.1 5.1 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, conditioned withheld or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense incurred by a Selling Holder (or any Person, if any, who controls such Selling Holder within the meaning of the Securities Act, or any officer, director, partner and employee of such Selling Holder and such controlling Person) to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written the Holder Information or other information furnished to the Company by the indemnified party or on behalf of such Selling Holder expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do soRegistration Statement. 7.2. 5.2 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, 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 investigationexpenses, 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, to the Exchange Act or other federal or state laws, insofar as extent 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 occurs in reliance upon and in conformity with written the Holder Information or other information furnished to the Company by such or on behalf of that Selling Holder expressly for use in connection with such registration; 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, conditioned or delayed, 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 HolderRegistration Statement. 7.3. 5.3 Promptly after receipt by an indemnified party under this Section 7 5 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 75, 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 mutually satisfactory to the parties, acting reasonably; 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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.

Indemnification; Contribution. 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 the Holder, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each officer, director, partner, and employee and affiliate of such Selling the Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or several), including reasonable 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 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 untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewiththereto; (ii) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreementlaw; 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters and selling or placement agents participating in the distribution, their officers, directors, agents and employees and each person who controls such 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 Holder provided, however that no such underwriter or agent shall be entitled to indemnification under this Agreement if such person shall have entered into a separate underwriting agency or indemnification agreement with the Company. 7.2. To the extent permitted by applicable law, each Selling the 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 the Company 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 occurs in reliance upon and in conformity with written information furnished by such Selling the Holder expressly for use in connection with such registration; 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 SecuritiesHolder, which consent shall not be unreasonably withheld, conditioned or delayed, 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 mutually satisfactory to the parties, acting reasonably; provided, however, that subject to the rights of 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 proceedingas hereinafter provided. 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) owed by the indemnifying party hereunder shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether subject to refund if 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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 Holder under this Section 7 shall survive the completion of any offering of Registrable Securities pursuant to a registration statement under this Agreement, and otherwise.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To the extent permitted by applicable law, the Company The Secured Parties shall indemnify jointly and hold harmless each Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or 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 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 untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewith; (ii) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreement; 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 7.2. To the extent permitted by applicable law, each Selling Holder shall severally indemnify and hold harmless the CompanyAdministrative Agent, each of its directors, each of its officers who shall have signed the registration statementofficers, each Personshareholders, if anymembers, who controls the Company within the meaning of the Securities Actpartners, employees and agents (and any other Selling Holder, any controlling Person persons with a functionally equivalent role of any a person holding such other Selling Holder and each officer, director, partner, and employee titles notwithstanding a lack of such title or any other Selling Holder title) (individually, an “Indemnified Party”; collectively, “Indemnified Parties”), from and such controlling Person, against any and all liabilities, obligations, losses, claims, damages, liabilities and penalties, actions, judgments, suits, costs, expenses or disbursements (joint and several), including attorneys’ fees and disbursements and expenses reasonable legal fees) of investigationany kind or nature whatsoever (“Loss”) which may be imposed on, incurred by such party pursuant to any actual or threatened action, suit, proceeding asserted against the Indemnified Party in performing the Administrative Agent’s duties hereunder or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act Agreement 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 occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; 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, conditioned or delayed, 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 mutually satisfactory to the parties, acting reasonably; 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 Transaction Document 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 way relating to 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 Agreement 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event Transaction Document. The Secured Parties shall reimburse the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). No indemnifying party shall be liable to an indemnified party Administrative Agent for any settlement Loss as incurred but in any event within ten (10) 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 action, proceeding or claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. 7.4such Loss. If the indemnification required by under this Section 7 from the indemnifying party 6 is unavailable to an indemnified party hereunder in respect of Indemnified Party or insufficient to hold an Indemnified Party harmless for any lossesLoss, claims, damages, liabilities or expenses referred to in this Section 7: (i) The indemnifying party, in lieu of indemnifying such indemnified party, then each Secured Party shall contribute to the amount paid or payable by such indemnified party as a result Indemnified Party in proportion to the Secured Parties’ initially purchased respective stated value of such losses, claims, damages, liabilities or expenses Series B Preferred Stock. The indemnity and contribution agreements contained in such proportion as is appropriate this Section are in addition 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 considerationsliability that the Secured Parties may have to the Indemnified Parties under the Agreement or otherwise. The relative fault of Prior to taking any action hereunder or under the Agreement as Administrative Agent, the Administrative Agent may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect the Administrative Agent for costs and expenses associated with taking 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, action and the parties’ relative intent, knowledge, access Administrative Agent may delay taking any such action until such time as it shall have received such sums and shall have no liability hereunder to information and opportunity to correct or prevent any party for any 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 proceedingdelay. (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). Notwithstanding the provisions of this Section 7.4, an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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.

Indemnification; Contribution. If (a) Incident to any Registrable Securities are included in a registration statement under referred to in this Agreement: 7.1. To the extent permitted by Section 9, and subject to applicable law, the Company shall indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities or Founder Securities in connection with such registration statement (including its partners (including partners of partners and stockholders of any such partners)), and directors, officers, employees and agents of any of them (a "Selling Holder"), and each Person, if any, person who controls such Selling Holder any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (hereinafter the "Exchange Act") (a "Controlling Person")), from and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities expenses and expenses (liabilities, joint or severalseveral (including any 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), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigationwhich they, or to which any of the foregoing Persons them, may become subject under the Securities Act, the Exchange Act or other federal or state lawsstatutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): on (i) Any any untrue statement or alleged untrue statement of a material fact contained in such registration statement, statement (including any related preliminary prospectus or final prospectus contained thereindefinitive prospectus, or any amendments amendment or supplements thereto supplement to such registration statement or any documents filed under state securities or “blue sky” laws in connection therewith; prospectus), (ii) The any omission or alleged omission to state therein in such document a material fact required to be stated therein, in it or necessary to make the statements therein in it not misleading; or , or (iii) Any violation or alleged any violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or blue sky laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or in connection with the offer and sale of Registrable Securities pursuant to this Agreement; 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, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use thereunder in connection with such registration; provided, furtherhowever, that the indemnity agreement contained in this Section 7 Company shall not apply to any underwriter be liable to the extent that any such loss loss, claim, damage, expense or liability arises from and is based on or arises out of an untrue statement or omission or alleged untrue statement of a material factor omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or an omission or alleged omission Controlling Person expressly for use in such registration statement. With respect to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of untrue statement or omission in the final prospectus has not been sent or given to such person at or prior information furnished to the confirmation of sale to Company by such person if Selling Holder expressly for use in such underwriter was under an obligation to deliver registration statement, such final prospectus and failed to do so. 7.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless each underwriter, the Company, each of Company (including its directors, each of its officers who shall have signed the registration statementofficers, employees and agents), each Personother Holder (including its partners (including partners of partners and stockholders of such partners) and directors, if anyofficers, employees and agents of any of them) whose securities are so registered, and each person who controls the Company any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, any other Selling Holder, any controlling Person of any such other Selling Holder from and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities expenses and expenses (liabilities, joint and or several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigationwhich they, or to which any of the foregoing Persons them, may otherwise become subject under the Securities Act, the Exchange Act or other federal or state lawsstatutory law or regulation, insofar at common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Selling Holder for indemnification under this Section 9.6(a) in its capacity as such (and not in its capacity as an officer or director of the Company) exceed the lesser of (i) that proportion of the total of such losses, claims, damages, damages or liabilities and expenses arise out indemnified against equal to that proportion of or are based upon any Violation, in each case to the extent (and only to the extent) that total securities sold under such Violation occurs in reliance upon and in conformity with written information furnished registration statement which is being sold by such Selling Holder expressly for use in connection with such registration; 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, conditioned or delayed, 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 mutually satisfactory to the parties, acting reasonably; 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 proceeds received by such Selling Holder from its sale of Registrable Securities (or Founder Securities, as the defense of case may be) under 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, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). 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 withheldregistration statement. 7.4. (b) If the indemnification required provided for in Section 9.6(a) above for any reason is held by this Section 7 from the indemnifying party is a court of competent jurisdiction to be unavailable to an indemnified party hereunder in respect of any losses, claims, damages, expenses or liabilities or expenses referred to in therein, then each indemnifying party under this Section 7: (i) The indemnifying party9.6, in lieu of indemnifying such indemnified partyparty thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the other Selling Holders and the underwriters from the offering of the Registrable Securities and Founder Securities, as applicable, 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 indemnifying party Company, the other Selling Holders and indemnified parties the underwriters in connection with the actions statements or omissions which resulted in such losses, claims, damages, liabilities expenses or expensesliabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities and Founder Securities, as applicable. The relative fault of such indemnifying party the Company, the Selling Holders and indemnified parties the underwriters shall be determined by reference to, among other things, whether any Violation has been committed by, 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 byby the Company, such indemnifying party the Selling Holders or indemnified parties, the underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount paid statement 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 proceedingomission. (iic) The parties hereto Company, the Selling Holders and the underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7.4 9.6(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in Section 7.4(i)the immediately preceding paragraph. Notwithstanding the provisions of this Section 7.4In no event, an indemnifying party that is however, shall a Selling Holder will not be required to contribute any amount under this Section 9.6(b) in excess of the amount by which lesser of (i) that proportion of the total price at of such losses, claims, damages or liabilities indemnified against equal to that proportion of the total securities sold under such registration statement which the Registrable Securities is being sold by such indemnifying party and distributed to Selling Holder or (ii) the public were offered to proceeds received by such Selling Holder from its sale of Registrable Securities or Founder Securities, as the public exceeds the amount of any damages that case may be, under such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionregistration statement. No Person person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. (d) The amount paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 9.6 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for this Section 9.6 shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified parties or any officer, director, employee, agent or controlling person of the indemnified parties. Any indemnification of legal fees and costs pursuant to this Section 9.6 shall be paid by the indemnifying party when and as such fees and costs are incurred by the indemnified party.

Indemnification; Contribution. If (a) The Company agrees to indemnify and hold harmless each Holder, the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person who controls any Registrable such Holder within the meaning of either the Securities are included in a registration statement under this Agreement: 7.1. To Act or the Exchange Act, to the fullest extent permitted by applicable law, the Company shall indemnify from and hold harmless each Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each officer, director, partner, employee and affiliate of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or 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 they or any of the foregoing Persons them 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 (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) Any untrue statement or alleged untrue statement of a material fact contained in such registration statementa Registration Statement as originally filed or in any amendment thereof, including any preliminary prospectus or final prospectus contained thereinthe Disclosure Package, or any amendments preliminary, final or supplements thereto summary Prospectus or Free Writing Prospectus included in any documents filed under state securities such Registration Statement, or “blue sky” laws in connection therewith; (ii) The any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements therein not misleading; or (iii) Any violation , and agrees to reimburse each such indemnified party, as incurred, for any legal or alleged violation other expenses reasonably incurred by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law arising from or relating to or them in connection with investigating or defending any such loss, claim, damage, liability or action (whether or not the offer and sale of Registrable Securities pursuant indemnified party is a party to this Agreementany proceeding); provided, however, that the indemnification required by this Section 7.1 shall Company will not apply be liable in any case to amounts paid in settlement of the extent that any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company arises (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises i) out of or is based upon a Violation which occurs any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly or on behalf of any such Holder specifically for use in connection with such registration; providedinclusion therein including, furtherwithout limitation, that the 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). This indemnity agreement contained will be in this Section 7 shall not apply addition to any underwriter liability which the Company may otherwise have. (b) Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent that permitted by applicable law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such loss is based on losses, claims, damages or arises liabilities arise out of an or are based upon any untrue statement or alleged untrue statement of a material factfact contained in a Registration Statement as originally filed or in any amendment thereof, or an omission in the Disclosure Package or alleged omission to state a material factany Holder Free Writing Prospectus, contained preliminary, final or summary Prospectus included in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statementRegistration Statement, or such omission in any amendment thereof or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. 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 investigationsupplement thereto, 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 Violationthe omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (and extent, but only to the extent) , that any such Violation occurs untrue statement or alleged untrue statement or omission or alleged omission is contained in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by or on behalf of such Selling Holder expressly specifically for use in connection with such registrationinclusion therein; provided, however, that (x) the indemnification required total amount to be indemnified by such Holder pursuant to this Section 7.2 ‎8(b) shall not apply be limited 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, conditioned or delayed, and (y) in no event shall the amount of any indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering (before deducting underwriters’ discounts and commissions) received by such Selling HolderHolder in the offering to which such Registration Statement or Prospectus relates. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. 7.3. (c) Promptly after receipt by an indemnified party under this Section 7 ‎8 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7‎8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent such indemnified party shall deliver action and such failure results in material prejudice to the indemnifying party a written notice of the commencement thereof and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall have the right be entitled to participate in, therein and, to the extent the indemnifying party so desiresthat it shall wish, jointly with any other indemnifying party similarly noticednotified, to assume the defense thereof thereof, with counsel mutually satisfactory to the parties, acting reasonably; 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 (who shall not, except with 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 consent 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 be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified parties shall collectively have the right to employ separate their own counsel in any such action(and one local counsel), claim or proceeding and to participate in the defense thereofindemnifying party shall bear the reasonable fees, but the fees costs and expenses of such separate counsel shall be the expenses of such indemnified party unless if (i) the use of counsel chosen by the indemnifying party has agreed to pay represent the indemnified party would present such fees and expenses or counsel with a conflict of interest; (ii) the indemnifying party shall have failed to promptly assume the defense of such actionactual or potential defendants in, claim or proceeding or (iii) the named parties to targets of, any such action, claim or proceeding (including any impleaded parties) action include both such the indemnified party and the indemnifying party, party and such the indemnified party shall have been advised by counsel reasonably concluded that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or in addition additional 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 party; (iii) the indemnifying party could shall not faithfully have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (in which case, if such indemnified party notifies iv) the indemnifying party in writing that it elects shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party, the . No 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 notshall, in connection with any one such action, claim or proceeding action or separate but substantially similar or related actions, claims or proceedings actions in the same jurisdiction arising out of the same general allegations circumstances or circumstancesallegations, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate in addition to any local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such . An indemnifying party shall not be liable under this Section ‎8 to any indemnified party a conflict regarding any settlement or compromise or consent to the entry of interest may exist between such indemnified party and any other of such indemnified parties judgment with respect to such any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or proceedingaction) unless such settlement, in which event the compromise or consent is consented to by such indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels)party. No indemnifying party shall be liable party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise that does not include as an unconditional term thereof the giving by the claimant or plaintiff therein, to such indemnified party, of a full and final release from all liability in respect to such claim or litigation. (d) In the event that the indemnity provided in Section ‎8(a) or Section ‎8(b) is unavailable to or insufficient to hold harmless an indemnified party for any settlement of any actionreason, 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 then each applicable indemnifying party is unavailable agrees to an indemnified party hereunder in respect of any contribute to the aggregate losses, claims, damagesdamages and liabilities (including, liabilities without limitation, legal or other expenses referred reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to in this Section 7: (i) The which such 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 may be subject in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the offering of the INSW Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party on the one hand and the indemnified parties party on the other in connection with the actions statements or omissions which resulted in such losses, claims, damages, damages or liabilities (or expensesactions in respect thereof), 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, 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, such by the indemnifying party on the one hand or the indemnified parties, party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violationstatement or omission. 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 ‎8(d) were determined by pro rata allocation (even if the Holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to above in this Section 7.4(i‎8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section ‎8(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7.4‎8(d), an indemnifying party that is a Selling Holder will not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No 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. For purposes of this Section ‎8, each Person who controls any Holder, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section ‎8(d). (e) The provisions of this Section ‎8 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling Persons referred to in this Section ‎8 hereof, and will survive the transfer of Registrable Securities. (f) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section ‎8 to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.