Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any 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, (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, 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; provided, 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 (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 in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) the Holder, (ii) each Holder of Registrable Securities, any other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) the Holder or underwriter (each such Person, any of the persons referred to in this clause (iii) being hereinafter referred to as a “Controlling Person”), their "controlling person") and (iv) the respective direct and indirect general and limited partners, advisory board membersofficers, directors, officers, trustees, managers, memberspartners, employees, agents, Affiliates representatives and shareholders, and each other Person, if any, who acts on behalf agents of or controls any such the Holder or Controlling Person underwriter or any controlling person (each of any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the foregoingfullest extent lawful, a “Covered Person”) from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any document incorporated such indemnified Person; (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that the Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to the Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Blackout Notice or a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the Holder was not permitted to do so. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

Indemnification; Contribution. (a) The In the event of any registration of any securities of the Company shallunder the Securities Act, to the fullest extent permitted by lawCompany will, and hereby does, indemnify and hold harmless each Holder in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable SecuritiesSecurities covered by such registration statement, 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 directors and indirect general and limited partners, advisory board members, directors, officers, trusteeseach officer and director of each underwriter, managers, members, employees, agents, Affiliates and shareholders, each other person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who acts on behalf of controls such holder or controls any such Holder or Controlling Person (each underwriter within the meaning of the foregoing, a “Covered Person”) Securities Act against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person holder or any such director or officer or participating or controlling person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (ix) any untrue statement or alleged untrue statement of a any material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 registration statement under which such securities were registered under the Securities Act Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or any successor rule thereto) summary prospectus included therein, or any amendment thereof or supplement thereto thereto, or any document incorporated by reference therein, or (iiy) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iiiz) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any 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 securitieslaws, and the Company shall will reimburse such holder and each Covered Person such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by such Covered Person them in connection with investigating, investigating or defending or settling any such loss, claim, actionliability, damage action or liabilityproceeding; providedPROVIDED, HOWEVER, that the Company shall not be so liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, action, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, made or incorporated by reference in any such Registration Statementpreliminary prospectus, Prospectusfinal prospectus, preliminary Prospectussummary 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, upon and in conformity with, with written information prepared and furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such Covered Person expressly seller. The Company shall agree to provide for use therein. This contribution relating to such indemnity as shall be in addition to reasonably requested by any liability seller of Registrable Securities or the Company may otherwise haveunderwriters.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule theretoto Rule 405) or any amendment thereof or supplement thereto to or any document incorporated by reference thereinin the same, (ii) any omission or alleged omission of a material fact required to be stated therein in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements therein made in the same not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, 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; provided. Notwithstanding the previous sentence, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto to or any document incorporated by reference therein in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use thereinin such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall, will indemnify and hold harmless to the fullest extent permitted by lawlaw each underwriter, indemnify and hold harmless each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners) and directors, officers, employees, representatives, members and agents of any of them (a “Selling Holder”), and each Person who is or might be deemed to be a “controlling person” of the Company or controls any of its subsidiaries them 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 from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state 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 violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable under the Securities Act, the Exchange Act or any state securities laws; provided, however, that the Company will not be liable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities, 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 extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered underwriter, Selling Holder or Controlling Person expressly for use thereinin such registration statement. This indemnity shall be With respect to such untrue statement or omission or alleged untrue statement or omission in addition the information furnished in writing to any liability the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees, representatives, members and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto 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 5(a) exceed the net proceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) each Holder of Registrable Securitiescovered by any Registration Statement, any (ii) each other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling person” sale of the Company or any of its subsidiaries such securities, (iii) each Person, if any, who controls (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 Act) any such Holder or Controlling underwriter (any of the Persons referred to in this clause (iii) being hereinafter referred to as a "controlling Person"), and (iv) the respective officers, directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling Person (each of any Person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the foregoingfullest extent lawful, a “Covered Person”) from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any document incorporated such indemnified Person; (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.3(b)(iv), the indemnified Person or the related Holder was not permitted to do so. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel, or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons; and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by lawand it hereby agrees to, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of Participating Investor and 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, officers, directors, officers, trustees, managers, members, employees, agents, Affiliates employees and shareholders, and each other Personcontrolling Persons, if any, who acts on behalf and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of or controls any such Holder or Controlling Person (each of the foregoingCommon Shares, a “Covered Person”) against any losses, claims, actions, damages, damages or liabilities and expenses, joint or several, to which each such Covered Person indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such losses, claims, actionsdamages or liabilities, damagesor actions or proceedings in respect thereof, liabilities or expenses including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statementregistration statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) preliminary or final prospectus contained therein, or any amendment thereof or supplement thereto thereto, or any document incorporated by reference therein, (ii) or arise out of or are based upon any omission or alleged omission of 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 therein, in light of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company circumstances in connection with any registration of securitieswhich they were made, not misleading, and the Company shall shall, and it hereby agrees to, reimburse each Covered Person Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by such Covered Person it in connection with investigating, investigating or defending or settling any such loss, claim, action, damage or liabilityClaims; provided, however, that the Company shall not be so liable to any such Person in any such case to the extent that any loss, claim, action, damage, liability or expense arises such Claims arise out of or is are based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, made or incorporated by reference in any such Registration Statementpreliminary or final prospectus, 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 thereto, in reliance upon, upon and in conformity with, written with information prepared and furnished in writing to the Company by such Covered Person Participating Investor or any underwriter expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by lawand it hereby agrees to, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of Stockholders and 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 PersonPersons, if any, who acts on behalf of and each underwriter and its Controlling Persons, if any, in any offering or controls any such Holder or Controlling Person (each sale of the foregoingRegistrable Securities, a “Covered Person”) including pursuant to Section 5.1, Section 5.2 or Section 5.4, against any losses, claims, actionsdamages or liabilities, damagesactions or proceedings (whether commenced or threatened) in respect thereof and expenses (including actual out-of-pocket fees of counsel reasonably incurred) (collectively, liabilities and expenses, joint or several, “Claims”) to which each such Covered Person indemnified party may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claimsor actions or proceedings in respect thereof, actions, damages, liabilities or expenses arise out of of, relate to, are in connection with, or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statementregistration statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) preliminary or final prospectus contained therein, or any amendment thereof or supplement thereto thereto, or any document incorporated by reference therein, (ii) or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission of 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 therein, in light of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required of the Company circumstances in connection with any registration of securitieswhich they were made, not misleading, and the Company shall shall, and it hereby agrees to, reimburse each Covered Person periodically any such Stockholder or underwriter for any actual out-of-pocket legal or other actual out-of-pocket expenses reasonably incurred by such Covered Person it in connection with investigating, investigating or defending or settling any such loss, claim, action, damage or liabilityClaims; provided, however, that the Company shall not be so liable to any such Person in any such case to the extent that any losssuch Claims arise out of, claimrelate to, actionare in connection with, damage, liability or expense arises out of or is are based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, made or incorporated by reference in any such Registration Statementpreliminary or final prospectus, 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 thereto, in reliance upon, and in conformity with, written upon information prepared and furnished to the Company by any Stockholder, any underwriter or any Representative of such Covered Person Stockholder, expressly for use therein. This indemnity shall be in addition , or by such Stockholder’s failure to furnish the Company, upon request, with the information with respect to such Stockholder, or any liability underwriter or Representative of such Stockholder, or such Stockholder’s intended method of distribution, that is the Company may otherwise havesubject of the untrue statement or omission.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Agreement, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each underwriter, each Holder of Registrable SecuritiesSecurities (including its respective directors, any Person officers, employees and agents) so registered, and each person who is or might be deemed to be a “controlling person” of the Company or controls any of its subsidiaries them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (each such Person, a “Controlling Person”the "Exchange Act"), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any rule or regulation promulgated thereunder applicable in connection with such registration, provided, however, that the Company will not be liable to such underwriter, Holder or controlling person to the extent that such loss, claim, damage, expense or liability arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company and relating to any action or inaction required of the Company in connection with any registration of securities, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person underwriter, Holder or controlling person expressly for use in connection with investigatingsuch registration statement or (B) any preliminary prospectus, defending or settling to the extent that any such loss, claim, action, damage or liability; providedliability results solely from an untrue statement of a material fact contained in, that or the omission of a material fact from, such preliminary prospectus which untrue statement or omission was corrected in the final prospectus, if the Company shall not be so liable in any such case sustain the burden of proving that a Holder sold Registrable Securities to the extent that any person alleging such loss, claim, actiondamage or liability without sending or giving, damageat or prior to the written confirmation of such sale, liability or expense arises out a copy of or is based upon any the final prospectus. With respect to such untrue statement or alleged untrue statement, or omission or alleged omission, made untrue statement or incorporated by reference omission in any such Registration Statement, Prospectus, preliminary Prospectus, free the information furnished in 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 in conformity with, written information prepared and furnished to the Company by such Covered Person Holder expressly for use therein. This indemnity shall be in addition to any liability such registration statement, such Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each other Holder of Registrable Securities (including its respective directors, officers, employees and agents) so registered, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Holder for indemnification under this Section 1.07(a) exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total Registrable Securities sold under such registration statement which is being sold by such Holder or (ii) the proceeds received by such Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, Securities and any Person who which is or might be deemed to be a “controlling person” of the Company each Holder of Registrable Securities 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”), and their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates officers and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person employees (each of the foregoing, together with such Holders of Registrable Securities, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein, (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, and the Company shall reimburse each such Covered Person Persons 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, provided 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 (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 in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shallwill, to the fullest extent permitted by lawLaw, indemnify and hold harmless each Holder Shareholder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company 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 Holder Shareholder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities lawsLaws, any equivalent non-U.S. securities laws 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 or incorporated by reference in any Registration Statement, Prospectusprospectus, preliminary Prospectusprospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule theretoAct) or any amendment thereof or supplement thereto or any document incorporated by reference therein, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws Laws or any 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, and the Company shall will 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, provided that the Company shall will 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, Prospectusprospectus, preliminary Prospectusprospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule theretoAct) 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. This indemnity shall will be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) each Holder of Registrable Securitiescovered by any Registration Statement, any (ii) each other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (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 Act) any such Holder or Controlling Person underwriter (each any of the foregoingpersons referred to in this clause (iii) being hereinafter referred to as a "controlling person") and (iv) the respective officers, a “Covered directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person”) "), to the fullest extent lawful, from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any document incorporated such indemnified Person; (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Blackout Notice or a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the related Holder was not permitted to do so. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Section 9, and subject to the fullest extent permitted by 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 Registrable Securitiespartners and stockholders of any such partners)), and directors, officers, employees and agents of any of them (a "Selling Holder"), and each person who controls 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 against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any Person who is action, suit or might be deemed proceeding or any claim asserted), to be a “controlling person” of the Company which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus), (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or blue sky laws or any rule or regulation thereunder in connection with such registration; provided, however, that the Company shall not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder shall indemnify and hold harmless each underwriter, the Company (including its subsidiaries directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them) whose securities are so registered, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities lawsat common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, any equivalent non-U.S. securities laws 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 otherwise, insofar as director of the Company) exceed the lesser of (i) that proportion of the total of such losses, claims, actions, damages, damages or liabilities indemnified against equal to that proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any 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, (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred proceeds received by such Covered Person in connection with investigatingSelling Holder from its sale of Registrable Securities (or Founder Securities, defending or settling any as the case may be) under such loss, claim, action, damage or liability; provided, 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 registration statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries such Holder 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue blue-sky securities 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 or incorporated by reference in any 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, (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, 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; provided, 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 (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 in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company Parent shall, to the fullest extent permitted by lawLaw, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company 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 Personagent, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any 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, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities lawsLaws, any equivalent non-U.S. securities laws 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 or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) (a “Free Writing Prospectus”) or any amendment thereof or supplement thereto or any document incorporated by reference therein, therein 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 or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any 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 securitiesmisleading, and the Company 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; liability; provided, that the Company 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) 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 Parent by such Covered Person expressly for use thereintherein 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 the Company Parent may otherwise have.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by lawLaw, indemnify and hold harmless each Holder of Registrable SecuritiesSxxxx Family Stockholder, any Person who is or might be deemed to be a “controlling person” of the Company 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 Personagent, if any, who acts on behalf of or controls any such Holder Stockholder or Controlling Person (each of the foregoing, a “Covered Person”) against any 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, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities lawsLaws, any equivalent non-U.S. securities laws 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 or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) (a “Free Writing Prospectus”) or any amendment thereof or supplement thereto or any document incorporated by reference therein, therein 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 or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any 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 securitiesmisleading, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) 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 thereintherein 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.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each Holder of Registrable Securitiesthe Agent and its affiliates, any Person who is or might be deemed to be a “and their respective past, present and future directors, officers, employees, agents and controlling person” of the Company or any of its subsidiaries persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Personcollectively, a “Controlling PersonIndemnified Persons”), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, expenses or liabilities and expenseswhatsoever, joint or several, to which such Covered Person they or any of them may become subject (collectively, “Losses”), under the Securities Act, the Exchange Act, any applicable state blue sky securities laws, any equivalent non-U.S. securities laws law or otherwise, insofar as such losses, claims, actions, damages, liabilities Losses (or expenses proceedings or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained (A) in or incorporated by reference in any the Registration Statement, Prospectusthe Prospectus or any individual Issuer-Represented Free Writing Prospectus (collectively, preliminary Prospectusthe “Offering Materials”), free writing prospectus (as defined B) any blue sky application, or other instrument or document of the Company or based upon written information supplied by the Company filed in Rule 405 any state or jurisdiction to register or qualify any or all of the Securities under the securities laws thereof, or to perfect any exemption from any such registration or qualification (collectively, the “Blue Sky Applications”), or (C) sales information or other document, advertisement, or communication prepared, made or executed by or on behalf of the Company with its consent or based upon written information furnished by or on behalf of the Company, whether or not filed in any jurisdiction, in order to qualify or register the Securities Act or any successor rule theretounder the securities laws thereof (“Sales Information”) or including for the foregoing (A) through (C) any amendment thereof or supplement thereto or any document incorporated by reference thereinthereto, (ii) any the omission or alleged omission of to state in any Offering Materials, Blue Sky Applications or Sales Information, or any amendments or supplements thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) from any violation or alleged violation by the Company theory of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and liability whatsoever relating to any action or inaction required of arising from the Company Offering, the Offering Materials, the Blue Sky Applications, the Sales Information or other documents or materials distributed in connection with any registration of securities, 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 liabilityOffering; provided, however, that the Company shall will not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises such Losses (1) arise out of or is are based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omission, omission made or incorporated by reference in any such Registration StatementOffering Materials or Blue Sky Applications, 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 thereto, in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Covered Person the Agent expressly for use therein. This indemnity shall be in addition to any liability , provided, however, that for purposes of this Agreement, the Company and the Agent hereby acknowledge and agree that the only information that the Agent has furnished to the Company specifically for inclusion in the Prospectus or any Offering Materials or Blue Sky Applications is the information in eighth paragraph under the caption “Plan of Distribution” in the Prospectus, statements describing Xxxxx in the fourth paragraph under the caption “Plan of Distribution” in the Prospectus and the statements relating to the fact that the Xxxxx is a broker-dealer registered with FINRA (the “Xxxxx Information”), or (2) are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted solely from Xxxxx’x xxxxx negligence, bad faith or willful misconduct in performing its services under this Agreement. The Company will promptly reimburse the Agent and each Indemnified Person upon written demand for any reasonable expenses (including fees and disbursements of counsel) incurred by the Agent or any Indemnified Persons in connection with investigating, preparing or defending any actions, proceedings or claims for which indemnification may otherwise havebe sought hereunder as such expenses are incurred.

Indemnification; Contribution. (a) The Company shall, to To the fullest extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, members and hold harmless partners, and each Holder of Registrable Securitiesperson controlling such Holder, any Person who is with respect to which registration, qualification or might be deemed compliance has been effected pursuant to be a “this Agreement, each director and controlling person” person of the Company or any of its subsidiaries within the meaning of Section 15 and each officer of the Securities Act or Section 20 of Company who signed 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 shareholdersregistration statement, and each other Personunderwriter, if any, and each person who acts on behalf of or controls any underwriter, against all claims, losses, damages and liabilities (or actions, proceedings or settlements, if such Holder or Controlling Person (each settlements are effected with the written consent of the foregoingCompany, a “Covered Person”in respect thereof) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or incorporated by reference in other document (including any Registration Statementrelated registration statement, Prospectusnotification or the like) incident to any such registration, preliminary Prospectusqualification or compliance, 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, omission (ii) any omission or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws the Exchange Act or any 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 securitiessuch registration, qualification or compliance, and the Company shall will reimburse each Covered Person such Holder, each of its officers, directors, members and partners, and each person controlling such Holder, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other expenses reasonably incurred by such Covered Person in connection with investigating, investigating and defending or settling any such claim, loss, claimdamage, actionliability, damage action or liabilityproceeding; provided, however, that the Company shall will not be so liable in any such case to the extent that any loss, such claim, actionloss, damage, liability or expense arises out of or is based upon on any such untrue statement or alleged untrue omission made in such registration statement, prospectus, offering circular or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any other document incorporated by reference therein in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Covered Person expressly Holder or underwriter and stated to be specifically for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (aA) The Incident to any registration statement referred to in this Agreement, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees and agents of the Company or any of its subsidiaries them (a "Selling Holder"), and each person who controls any of them 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 from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or severalseveral (including any investigation, reasonable attorney's fees and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (ix) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (iiy) any omission or alleged omission of to state in such document a material fact required to be stated therein in it, in light of the circumstances under which it was made, or necessary to make the statements therein in it not misleading misleading, or (iiiz) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any rule or regulation promulgated thereunder applicable in connection with such registration; provided, however, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or Controlling Person expressly for use in such registration statement. With respect to an untrue statement or omission or alleged untrue statement or omission made in reliance upon the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and relating to hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any action or inaction required of them, and each person who controls any of them within the meaning of Section 15 of the Company Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in connection with any registration of securities, and the immediately preceding sentence. The Company shall reimburse each Covered Person not be obligated hereunder to indemnify any Holder for any legal or other expenses reasonably incurred by such Covered Person amount paid in connection with investigating, defending or settling settlement of any such loss, claim, action, damage or liability; provided, 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 action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). In no event, however, shall the liability of a Selling Holder for indemnification under this Section 5 exceed the lesser of (x) that proportion of the total of such losses, claims, damages 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 (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 in conformity with, written information prepared and furnished liabilities indemnified against equal to the Company proportion of the total securities sold under such registration statement which is being sold by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability Selling Holder or (y) the Company may otherwise haveproceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each Holder the seller of such Registrable Securities, any Person and its directors and officers, each underwriter of such Registrable Securities, and each other person, if any, who is controls such seller or might be deemed to be a “controlling person” of the Company or any of its subsidiaries underwriter 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expensesdamages or liabilities, joint or several, to which such Covered Person seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities or Blue Sky laws or otherwise, insofar in so far as such losses, claims, actions, damages, damages or liabilities (or expenses actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or incorporated by reference final prospectus contained in any 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 to such Registration Statement, and any document incorporated therein by reference therein, (ii) any or arise out of or are based upon the omission or alleged omission of to state 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 or any other similar federal or state securities laws or any 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, misleading; and the Company shall will reimburse such seller, underwriter and each Covered Person such controlling person for any legal or any other expenses reasonably incurred by such Covered Person seller, underwriter or controlling person in connection with investigating, investigating or defending or settling any such loss, claim, damage, liability or action, damage or liability; provided, however, that the Company shall will not be so liable in any such case to the extent that any such loss, claim, action, damage, damage or liability or expense arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof. In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, each seller of Registrable Securities, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriters or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statementstatement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omissionomission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or incorporated by reference on behalf of such seller, specifically for use in any connection with the preparation of such Registration Statement, Prospectusprospectus, preliminary Prospectusamendment or supplement; provided, free writing prospectus however, that the obligations of such seller hereunder shall be limited to an amount equal to the net proceeds to such seller from Registrable Securities sold as contemplated herein. Each party entitled to Indemnification under this Section 5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as defined to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providing, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in Rule 405 under such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense 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 the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying 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 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 of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party. If the indemnification provided for herein is unavailable to or insufficient to hold harmless an Indemnified Party hereunder, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to herein in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other in connection with the statements, omissions, actions, or inactions which resulted in such losses, claims, damages or liabilities. The relative fault of the Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or the Indemnified Party, any action or inaction by any such party, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement, omission, action, or inaction. No person guilty 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. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, suit, proceeding, investigation, or threat thereof with respect to which a claim for contribution may be made against an Indemnifying Party hereunder, such Indemnified Party shall, if a claim for contribution in respect thereto is to be made against an Indemnifying Party, give written notice to the Indemnifying Party of the commencement thereof (if the notice specified herein has not been given with respect to such action); provided, however, that the failure to so notify the Indemnifying Party shall not relieve it from any obligation to provide contribution which it may have to any Indemnified Party hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to give notice. The parties hereto agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method of allocation which does not take account of equitable considerations referred to herein. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5, contribution by any seller of Registerable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registerable Securities pursuant to such Registration Statement. If indemnification is available hereunder, the Indemnifying Parties shall indemnify each Indemnified Party to the fullest extent provided herein, without regard to the relative fault of said Indemnifying Party or Indemnified Party or any successor rule thereto) 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 other equitable consideration provided for use thereinherein. This indemnity The provisions hereof shall be in addition to any liability other rights to indemnification or contribution which any Indemnified Party may have pursuant to law or contract, shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Party, and shall survive the Company may otherwise havetransfer of securities by any such party.

Indemnification; Contribution. (a) The In the event of any registration of any securities of the Company shallunder the Securities Act, to the fullest extent permitted by lawCompany will, and hereby does, indemnify and hold harmless each Holder in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable SecuritiesSecurities covered by such registration statement, 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 directors and indirect general and limited partners, advisory board members, directors, officers, trusteeseach officer and director of each underwriter, managers, members, employees, agents, Affiliates and shareholders, each other person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who acts on behalf of controls such holder or controls any such Holder or Controlling Person (each underwriter within the meaning of the foregoing, a “Covered Person”) Securities Act against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person holder or any such director or officer or participating or controlling person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (ix) any untrue statement or alleged untrue statement of a any material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 registration statement under which such securities were registered under the Securities Act Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or any successor rule thereto) summary prospectus included therein, or any amendment thereof or supplement thereto thereto, or any document incorporated by reference therein, or (iiy) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iiiz) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any 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 securitieslaws, and the Company shall will reimburse such holder and each Covered Person such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by such Covered Person them in connection with investigating, investigating or defending or settling any such loss, claim, actionliability, damage action or liabilityproceeding; provided, however, that the Company shall not be so liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, action, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, made or incorporated by reference in any such Registration Statementpreliminary prospectus, Prospectusfinal prospectus, preliminary Prospectussummary 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, upon and in conformity with, with written information prepared and furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such Covered Person expressly seller. The Company shall agree to provide for use therein. This contribution relating to such indemnity as shall be in addition to reasonably requested by any liability seller of Registrable Securities or the Company may otherwise haveunderwriters.

Indemnification; Contribution. (a) The Company shallIn connection with any registration of Registrable Securities pursuant to this Article III, Parent agrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, indemnify each of the Investors and hold harmless their respective Affiliates, the Investors’ Representative and each Holder of Registrable Securitiesits Affiliates, any and each Person who is controls an Investor or might be deemed to be a “controlling person” of the Company or any of its subsidiaries Investors’ Representative within the meaning of either 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, the directors, officers, trusteesemployees, partners, affiliates, members, managers, memberstrustees, employees, agents, Affiliates and shareholders, assignees and each other Person, if any, who acts on behalf representatives of or controls any such Holder or Controlling Person (each of the foregoingforegoing (collectively, a the “Covered PersonIndemnified Persons”) from and against any and all losses, claims, actions, damages, liabilities liabilities, judgments, actions and expensesexpenses (including reasonable attorneys’ fees and other expenses actually incurred by them in connection with investigating, joint defending or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, settling any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities liabilities, actions or expenses arise proceedings) (“Losses”) joint or several arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any part of any Registration Statement, Prospectusany preliminary or final prospectus or other disclosure document used in connection with the Registrable Securities, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) Issuer FWP or any amendment thereof or supplement thereto to any of the foregoing, or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iiiii) any violation or alleged violation by the Company of the Securities Act Parent or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company Parent or any of its Subsidiaries and relating to any action or inaction required of the Company in connection with any registration of securitiessuch registration, and the Company shall reimburse each Covered Registration Statement, other disclosure document or Issuer FWP; provided, however, that Parent will not be required to indemnify any Indemnified Person for any legal losses, claims, damages, liabilities, judgments, actions 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 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 resulting from any such untrue statement or alleged omission if such untrue statement, statement or omission or alleged omission, was 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 in conformity with, written with information prepared and with respect to such Indemnified Person or related Investors furnished to the Company Parent in writing by or on behalf of such Covered Person related Investors expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company Parent shall, to the fullest extent permitted by lawLaw, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company 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 Personagent, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any 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, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities lawsLaws, any equivalent non-U.S. securities laws 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 or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) (a “Free Writing Prospectus”) or any amendment thereof or supplement thereto or any document incorporated by reference therein, therein 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 or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any 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 securitiesmisleading, and the Company 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 the Company 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) 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 Parent by such Covered Person expressly for use thereintherein 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 the Company Parent may otherwise have.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, shall indemnify and hold harmless each Holder, its respective officers and directors, and each person, if any, who controls such Holder within the meaning of Registrable Securitieseither Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to a Holder furnished to the Company by such Holder or its counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (Act) to the same extent as provided above with respect to the indemnification of each such Person, a “Controlling Person”Holder. Notwithstanding the foregoing provisions of this Section 11(a), their respective direct and indirect general and limited partnersthe Company shall not be liable to any Holder, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person underwriter (each within the meaning of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any 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, (ii) any omission or alleged omission of 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 Section 15 of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to any action or inaction required Section 20 of the Company in connection with any registration of securitiesExchange Act), and the Company shall reimburse each Covered Person under this Section 11 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 the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability (or action or proceeding in respect thereof) or expense that arises out of or is based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission in the preliminary Prospectus if a Holder, made or incorporated by reference in any other Person on behalf of such Registration StatementHolder, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act failed to send or any successor rule thereto) 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 deliver a copy of a final Prospectus to the Company by Person asserting the claim prior to the written confirmation of the sale of the Registrable Securities to such Covered Person expressly for use therein. This indemnity shall be and such statement or omission was corrected in addition to any liability such final Prospectus and the Company may otherwise havehad previously and timely furnished sufficient copies thereof to the Holders in accordance with this Agreement.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article 4, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees and agents of the Company or any of its subsidiaries them (a "Selling Holder"), and each person who controls any of them 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 from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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, as the same are incurred), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any 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 securitiessuch registration; provided, and however, that 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 will not be liable to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered underwriter, Selling Holder or Controlling Person expressly for use thereinin such registration statement. This indemnity shall be With respect to such untrue statement or omission or alleged untrue statement or omission in addition the information furnished in writing to any liability the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each other underwriter, the Company (including its directors, officers, employees, shareholders and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto 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 4.7(a) exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or (ii) the proceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Article V, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each Holder underwriter, each Investor or Founder (including for purposes of this Article V each Permitted Transferee) who offers or sells any such Registrable SecuritiesShares 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 Stockholder"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act") (a "Controlling Person"), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any Person who is action, suit or might be deemed proceeding or any claim asserted), as the same are incurred to be a “controlling person” of the Company which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus), (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or "blue sky" laws or any rule or regulation thereunder in connection with such registration; provided, however, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Stockholder or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Stockholder expressly for use in such registration statement, such Selling Stockholder will indemnify and hold harmless each underwriter, the Company (including its subsidiaries directors, officers, employees and agents), and each other Selling Stockholder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities lawsat common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, any equivalent non-U.S. securities laws or otherwisehowever, insofar shall the liability of a Selling Stockholder for indemnification under this Section 5.6(a) in its capacity as such exceed the lesser of (i) that proportion of the total of such losses, claims, actions, damages, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Stockholder or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any 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, (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred proceeds received by such Covered Person in connection with investigating, defending or settling any Selling Stockholder from its sale of Registrable Shares under such loss, claim, action, damage or liability; provided, 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 registration statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall, and shall cause each of its Subsidiaries to, jointly and severally, without limitation as to time, indemnify, defend and hold harmless, to the fullest full extent permitted by law, indemnify and hold harmless each Holder holder of Registrable Securities, any the partners, members, officers, directors, agents and employees of each of them, each Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”Act), their respective direct and indirect general and limited the partners, advisory board members, officers, directors, officers, trustees, managers, members, employees, agents, Affiliates agents and shareholders, employees of each such controlling person and each other Person, if any, who acts on behalf of any financial or controls any such Holder or Controlling Person investment adviser (each of the foregoingeach, a “Covered Person”) ), to the fullest extent lawful, from and against any and all losses, claims, actions, damages, liabilities liabilities, actions or proceedings (whether commenced or threatened), costs (including, without limitation, costs of preparation and expensesattorneys’ fees) and expenses (including expenses of investigation) (collectively, joint or several“Losses”), to which such Covered Person may become subject under the Securities Actas incurred, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined or form of prospectus or in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement supplements thereto or in any document incorporated by reference thereinpreliminary prospectus, (ii) or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, except to the extent that the same arise out of or are based upon information furnished in writing to the Company by such Covered Person or the related holder of Registrable Securities expressly for use therein or (iiiii) any violation or alleged violation by the Company of the Securities Act any federal, state or any other similar federal or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company and relating to any action required of or inaction required of by the Company in connection with any registration of securities, 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 liabilityregistration; provided, provided that the Company shall not be so liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such case underwriters within the meaning of the Securities Act to the extent that any loss, claim, action, damage, liability or expense arises such Losses arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (ii) the prospectus would have corrected such untrue statement or alleged untrue statement, statement or such omission or alleged omission, and (iii) the Company has complied with its obligations under Section 5D(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or incorporated by reference on behalf of such Covered Person. If the Public Offering pursuant to any registration statement provided for under this Section 5 is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article 5 is made through underwriters, the Company agrees to enter into an underwriting agreement in any customary form with such Registration Statementunderwriters and the Company agrees to indemnify such underwriters, Prospectustheir officers, preliminary Prospectusdirectors, free writing prospectus (as defined in Rule 405 under 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 provided in this Section 5F with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any successor rule theretoofficer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or any amendment thereof expense for which indemnification is claimed results from such underwriter’s failure to send or supplement thereto give a copy of an amended or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished supplemented final prospectus to the Company by 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 Covered Person expressly for use therein. This indemnity shall be if such statement or omission was corrected in addition such amended or supplemented final prospectus prior to any liability such written confirmation and the Company may otherwise haveunderwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) The Company shall, and shall cause each of its Subsidiaries to, jointly and severally, without limitation as to time, indemnify, defend and hold harmless, to the fullest full extent permitted by law, indemnify and hold harmless each Holder holder of Registrable Securities, any the partners, members, officers, directors, agents, representatives and employees of each of them, each Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”Act), their respective direct and indirect general and limited the partners, advisory board members, officers, directors, officers, trustees, managers, members, employees, agents, Affiliates representatives and shareholders, employees of each such controlling person and each other Person, if any, who acts on behalf of any financial or controls any such Holder or Controlling Person investment adviser (each of the foregoingeach, a “"Covered Person”) "), to the fullest extent lawful, from and against any and all losses, claims, actions, damages, liabilities liabilities, actions or proceedings (whether commenced or threatened), costs (including costs of preparation and expensesattorneys' fees) and expenses (including expenses of investigation) (collectively, joint or several"Losses"), to which such Covered Person may become subject under the Securities Actas incurred, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined or form of prospectus or in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement supplements thereto or in any document incorporated by reference thereinpreliminary prospectus, (ii) or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, except to the extent that the same arise out of or are based upon information furnished in writing to the Company by such Covered Person or the related holder of Registrable Securities expressly for use therein or (iiiii) any violation or alleged violation by the Company of the Securities Act any federal, state or any other similar federal or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company and relating to any action required of or inaction required of by the Company in connection with any registration of securities, 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 liabilityregistration; provided, provided that the Company shall not be so liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such case underwriters within the meaning of the Securities Act to the extent that any loss, claim, action, damage, liability or expense arises such Losses arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (ii) the prospectus would have corrected such untrue statement or alleged untrue statement, statement or such omission or alleged omission, and (iii) the Company has complied with its obligations under Section 3.4(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or incorporated by reference in on behalf of such Covered Person. If the public offering pursuant to any Registration Statement provided for under this ARTICLE III is made through underwriters, no action or failure to act on the part of such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus underwriters (as defined in Rule 405 under whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities Act or any successor rule thereto) 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 other Person pursuant to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise havepreceding sentence.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Article IV, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each Holder underwriter or Investor who offers or sells any such Registrable Shares in connection with such registration statement (a "Selling Stockholder") (and in each case its partners (including partners of Registrable Securitiespartners and stockholders of any such partners) and directors, any Person who is or might be deemed to be a “controlling person” officers, employees and agents of the Company or any of its subsidiaries them) and each person who controls any of them 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 from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any 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 securitiessuch registration; provided, and however, that 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 will not be liable to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered underwriter, Selling Stockholder or Controlling Person expressly for use thereinin such registration statement or any willful or knowing violation of applicable securities laws. This indemnity shall be With respect to such untrue statement or omission or alleged untrue statement or omission in addition the information furnished in writing to any liability the Company by such Selling Stockholder expressly for use in such registration statement, such Selling Stockholder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each Investor (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them) so registered, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Selling Stockholder for indemnification under this Section 4.6(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 or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Stockholder or (ii) the proceeds received by such Selling Stockholder from its sale of Registrable Shares under such registration statement.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to this Article III, the Company shallagrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, indemnify each of the Investors and hold harmless their respective Affiliates, the Investors’ Representative and each Holder of Registrable Securitiesits Affiliates, any and each Person who is controls an Investor or might be deemed to be a “controlling person” of the Company or any of its subsidiaries Investors’ Representative within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (Act, in each such Personcase other than any Affiliate that is an Excluded GIC Entity or any Excluded Portfolio Company Pension Fund, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, the directors, officers, trusteesemployees, partners, affiliates, members, managers, members, employees, agents, Affiliates and shareholders, assignees and each other Person, if any, who acts on behalf representatives of or controls any such Holder or Controlling Person (each of the foregoingforegoing (collectively, a the “Covered PersonIndemnified Persons”) from and against any and all losses, claims, actions, damages, liabilities liabilities, judgments, actions and expenses, expenses (including reasonable attorneys’ fees) (“Losses”) joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise several arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any part of any Registration Statement, Prospectusany preliminary or final prospectus or other disclosure document used in connection with the Registrable Securities, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) Issuer FWP or any amendment thereof or supplement thereto to any of the foregoing, or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading or (iiiii) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company or any of its Subsidiaries and relating to any action or inaction required of the Company in connection with any registration of securitiessuch registration, and the Company shall reimburse each Covered Person for any legal Registration Statement, other disclosure document or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liabilityIssuer FWP; provided, however, that the Company shall will not be so liable in required to indemnify any such case to the extent that Indemnified Person for any losslosses, claimclaims, actiondamages, damageliabilities, liability judgments, actions or expense arises out of or is based upon expenses resulting from any such untrue statement or alleged omission if such untrue statement, statement or omission or alleged omission, was 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, on and in conformity with, written with information prepared and with respect to any Indemnified Person furnished to the Company in writing by such Covered Person the Investors expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) each Holder of Registrable Securitiescovered by any Registration Statement, any (ii) each other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (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 Act) any such Holder or Controlling Person underwriter (each any of the foregoingpersons referred to in this clause (iii) being hereinafter referred to as a "controlling person") and (iv) the respective officers, a “Covered directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person”) "), to the fullest extent lawful, from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any document incorporated such indemnified Person; (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Black-Out Notice or a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the related Holder was not permitted to do so. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defence thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defence and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Section 6, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each underwriter, each Holder of Registrable SecuritiesSecurities (including its respective partners, any Person directors, officers, employees and agents) so registered, and each person who is or might be deemed to be a “controlling person” of the Company or controls any of its subsidiaries them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934 and the rules and regulations promulgated thereunder (each such Person, a “Controlling Person”the "Exchange Act"), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, losses claims damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue true statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or blue sky laws or any 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 securitiessuch registration, and provided that 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 will not be liable to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered Person underwriter, Holder or controlling person expressly for use thereinin such registration statement. This indemnity shall be With respect to such untrue statement or omission or alleged untrue statement or omission in addition the information furnished in writing to any liability the Company by such Holder expressly for use in such registration statement, such Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each other Holder of Registrable Securities (including its respective partners directors, officers, employees and agents) so registered, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Holder for indemnification under this subparagraph 6.7(a) exceed the proceeds received by such Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company shallIn the event of any registration of any equity securities of the Corporation under the Securities Act or applicable Canadian securities Laws, to the fullest extent permitted by lawCorporation will, and hereby does, indemnify and hold harmless harmless, in the case of any registration statement filed pursuant to Section 2 or 3 hereof, the seller of any Registrable Shares covered by such registration statement, its respective affiliates, directors and officers, each Holder of Registrable Securities, any other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling person” sale of the Company such securities, each officer and director of each such underwriter, each other Person, if any, who controls such seller or any of its subsidiaries such underwriter 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 shareholdersAct, and each other PersonPerson affiliated with or retained by such seller and who may be subject to liability under applicable securities Laws, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky applicable Canadian securities laws, any equivalent non-U.S. securities laws Laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 registration statement under which such securities were registered under the Securities Act Act, any preliminary prospectus, final prospectus or any successor rule thereto) summary prospectus included therein, or any amendment thereof or supplement thereto thereto, or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged violation by the Company Corporation of the Securities Act or any other similar federal or state applicable securities laws or any rule or regulation promulgated thereunder applicable to the Company and Laws relating to any action or inaction required of by the Company Corporation in connection with any registration of securitiessuch offer, and the Company shall reimburse each Covered Person for any legal sale or other expenses reasonably incurred by disposition under such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liabilityLaws; provided, however, that the Company Corporation shall not be so liable in any such case to the extent that any such loss, claim, action, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any such (x) an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, made or incorporated by reference in any such Registration Statementpreliminary prospectus, Prospectusfinal prospectus, preliminary Prospectussummary 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, upon and in conformity with, with written information prepared and furnished to the Company Corporation for use in the preparation thereof by such Covered Person expressly for use thereinseller or underwriter, as the case may be, or (y) an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus but notified to such seller and underwriter prior to any sale or other disposition of Registrable Shares and subsequently corrected by the Corporation in any final prospectus, amendment or supplement made available to such seller or underwriter but which final prospectus, amendment or supplement was not used by such seller or underwriter in the sale or other disposition of Registrable Shares that gave rise to such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense. This indemnity shall be in addition to any liability the Company Corporation may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, underwriter or controlling Person and shall survive the transfer of such securities by such seller. The Corporation shall reimburse indemnifiable expenses hereunder as and when incurred.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) each Holder of Registrable Securitiescovered by any Registration Statement, any (ii) each other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (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 Act) any such Holder or Controlling Person underwriter (each any of the foregoingpersons referred to in this clause (iii) being hereinafter referred to as a "controlling person") and (iv) the respective officers, a “Covered directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person”) "), to the fullest extent lawful, from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any document incorporated such indemnified Person; (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Black-Out Notice or a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the related Holder was not permitted to do so. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defence thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Section 7, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and shareholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees and agents of the Company or any of its subsidiaries them (a "Selling Holder"), and each person who controls any of them 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 from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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, as the same are incurred), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any 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 securitiessuch registration: provided, and however, that 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 will not be liable to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered underwriter, Selling Holder or Controlling Person expressly for use thereinin such registration statement. This indemnity shall be With respect to such untrue statement or omission or alleged untrue statement or omission in addition the information furnished in writing to any liability the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and shareholders of such partners) and directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto the same extent provided in the immediately preceding sentence. In no event, however, shall a Selling Holder be liable for indemnification under this Section 7.5(a) for an amount in excess of the lesser of (i) the proceeds (net of the applicable underwriting discount) received by such Selling Holder from its sale of Registrable Securities under such registration statement, or (ii) such Selling Holder's pro rata share of the total of such losses, claims, damages or liabilities indemnified against, based upon the number of Registrable Securities sold by such Selling Holder under such registration statement as a percentage of the total number of securities sold under such registration statement.

Indemnification; Contribution. (a) The a)The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, and any Person who which is or might be deemed to be a “controlling person” of the Company each 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”), and their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates officers and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person employees (each of the foregoing, together with such Holders, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws laws, common law 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 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, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed by the Company to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein or (iiiiv) any violation or alleged violation by the Company of the Securities Act ​ ​ or any other similar federal or state securities laws or any 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, and the Company shall reimburse each such Covered Person Persons for any legal or other documented expenses (including counsel fees) reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability; providedprovided that, that subject to Section 11(c), 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 (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 in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each Holder Investor who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees, representatives and agents of the Company or any of its subsidiaries them (each, a "Selling Investor" and collectively, the "Selling Investors"), and each person who controls any of them 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 from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference therein, prospectus) or (ii) any omission or alleged omission of to state 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 violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws law or any rule or regulation promulgated thereunder applicable under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; provided, however, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Investor or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Investor expressly for use in such registration statement, such Selling Investor will indemnify and relating to hold harmless each underwriter, the Company (including its directors, officers, employees, representatives and agents), each other Selling Investor (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any action or inaction required of them, and each person who controls any of them within the meaning of Section 15 of the Company Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence; provided, however, that the indemnity agreement of such Selling Investor contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Selling Investor, which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity by a Selling Investor under this Section 6(a) exceed the net proceeds from the offering received by such Selling Investor. If the indemnification provided for in Section 6(a) above for any reason is held by a court of competent jurisdiction to be unavailable to an indemnified party in respect of any losses, claims, damages, expenses or liabilities referred to therein, then each indemnifying party under this Section 6, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by the Company, the Selling Investors and the underwriters from the offering of the Registrable Securities and (ii) the relative fault of the Company, the Selling Investors and the underwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any registration of securitiesother relevant equitable considerations. The relative benefits received by the Company, the Selling Investors 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 Investors 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 the Company, the Selling Investors and the underwriters shall reimburse each Covered Person for be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Selling Investors or the underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Selling Investor hereunder exceed the net proceeds from the offering received by such Selling Investor. 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 6 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Covered Person indemnified party in connection with investigating, investigating or defending or settling any such loss, action or claim, actionpayable as the same are incurred. The indemnification and contribution provided for in this Section 6 will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified parties or any officer, damage director, employee, agent or liability; providedcontrolling person of the indemnified parties. No indemnifying party, that in the Company 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 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 (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 in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise haveunreasonably withheld.

Indemnification; Contribution. (a) The Company shall, to To the fullest extent permitted by law, the Partnership will indemnify and hold harmless each Holder of Registrable SecuritiesHolder, any Person who is or might be deemed to be a “controlling person” of the Company or any each 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 membersofficers, directors, officers, trustees, managers, members, employees, agents, Affiliates members and shareholderspartners, and each other Personperson controlling such Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoingunderwriter, a “Covered Person”) against any losses, all claims, actionslosses, damages, liabilities and expenses, joint judgments (or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damagesproceedings or settlements, liabilities or expenses arise if such settlements are effected with the written consent of the Partnership, in respect thereof) arising out of or are based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or incorporated by reference in other document (including any Registration Statementrelated registration statement, Prospectusnotification or the like) incident to any such registration, preliminary Prospectusqualification or compliance, 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, omission (ii) any omission or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged violation by the Company Partnership of the Securities Act or any other similar federal or state securities laws the Exchange Act or any 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 securitiesPartnership, and the Company shall will reimburse each Covered Person such Holder, each of its officers, directors, members and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal or and any other expenses reasonably incurred by such Covered Person in connection with investigating, investigating and defending or settling any such claim, loss, claimdamage, actionliability, damage action or liabilityproceeding; provided, however, that the Company shall Partnership will not be so liable in any such case to the extent that any loss, such claim, actionloss, damage, liability or expense arises out of or is based on any untrue statement or omission made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Partnership by such Holder or underwriter and stated to be specifically for use therein, and provided, further, that the Partnership shall not be liable to the extent that any such loss, claim, damage, liability, expense or action arises out of such person’s failure to send or give a copy of the final prospectus or supplement to the persons asserting an untrue statement or alleged untrue statement, statement or omission or alleged omission, made omission at 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 in conformity with, written information prepared and furnished prior to the Company by written confirmation of the sale of Registrable Securities to such Covered Person expressly for use therein. This indemnity shall be person if such statement or omission was corrected in addition to any liability the Company may otherwise havesuch final prospectus or supplement.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) each Holder of Registrable Securitiescovered by any Registration Statement, any (ii) each other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling person” sale of the Company or any of its subsidiaries such securities, (iii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) any such Holder or underwriter (each such Person, any of the Persons referred to in this clause (iii) being hereinafter referred to as a “Controlling controlling Person”), their and (iv) the respective direct and indirect general and limited partners, advisory board membersofficers, directors, officers, trustees, managers, memberspartners, employees, agents, Affiliates representatives and shareholders, and each other Person, if any, who acts on behalf agents of or controls any such Holder or Controlling underwriter or any controlling Person (each of the foregoingany Person referred to in clause (i), a (ii), (iii) or (iv) may hereinafter be referred to as an “Covered indemnified Person”) ), to the fullest extent lawful, from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Claims”), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any document incorporated such indemnified Person; (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.3(b)(iv), the indemnified Person or the related Holder was not permitted to do so. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel, or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons; and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

Indemnification; Contribution. (a) The Company shall4.4.1 Incident to any registration statement referred to in this Section 4, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each Holder of who offers or sells any such Registrable SecuritiesSecurities in connection with such registration statement (including its directors, any Person officers, employees and agents), and each person who is or might be deemed to be a “controlling person” of the Company or controls any of its subsidiaries them 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 from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (ia) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (iib) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any 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 securitiessuch registration; provided, and however, -------- ------- that 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 will not be liable to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered Holder or Controlling Person expressly for use thereinin such registration statement. This indemnity shall be With respect to such untrue statement or omission or alleged untrue statement or omission in addition the information furnished in writing to any liability the Company by such Holder expressly for use in such registration statement, such Holder will indemnify and hold harmless the Company (including its directors, officers, employees and agents), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of a Holder for indemnification under this Section 4.4.1 in its capacity as such (and not in its capacity as an officer or director of the Company) exceed the proceeds received by such Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company shall, to To the fullest extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, members and hold harmless partners, and each Holder of Registrable Securitiesperson controlling such Holder, any Person who is with respect to which registration, qualification or might be deemed compliance has been effected pursuant to be a “this Agreement, each director and controlling person” person of the Company or any of its subsidiaries within the meaning of Section 15 and each officer of the Securities Act or Section 20 of Company who signed 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 shareholdersregistration statement, and each other Personunderwriter, if any, and each person who acts on behalf of or controls any underwriter, against all claims, losses, damages and liabilities (or actions, proceedings or settlements, if such Holder or Controlling Person (each settlements are effected with the written consent of the foregoingCompany, a “Covered Person”in respect thereof) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under preliminary, free-writing or final), offering circular or other document (including any related registration statement, notification or the Securities Act like) incident to any such registration, qualification or compliance, or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein, omission (ii) any omission or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or the Exchange Act or any other similar federal or state applicable securities laws or any 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 securitiessuch registration, qualification or compliance, and the Company shall will reimburse each Covered Person such Holder, each of its officers, directors, members and partners, and each person controlling such Holder, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other expenses reasonably incurred by such Covered Person in connection with investigating, investigating and defending or settling any such claim, loss, claimdamage, actionliability, damage action or liabilityproceeding; provided, however, that the Company shall will not be so liable in any such case to the extent that any loss, such claim, actionloss, damage, liability or expense arises out of or is based upon on any such untrue statement or alleged untrue omission made in such registration statement, prospectus, offering circular or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any other document incorporated by reference therein in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Covered Person expressly Holder or underwriter and stated to be specifically for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to this Article III, the Company shallagrees to indemnify and hold harmless, to the fullest extent permitted by lawLaw, indemnify each of the Investors and hold harmless their respective Affiliates, the Investors’ Representative and each Holder of Registrable Securitiesits Affiliates, any each Person who is controls an Investor or might be deemed to be a “controlling person” of the Company or any of its subsidiaries Investors’ Representative within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, the directors, officers, trusteesemployees, partners, affiliates, members, managers, members, employees, agents, Affiliates and shareholders, assignees and each other Person, if any, who acts on behalf representatives of or controls any such Holder or Controlling Person (each of the foregoingforegoing (collectively, a the “Covered PersonIndemnified Persons”) from and against any and all losses, claims, actions, damages, liabilities liabilities, judgments, actions and expenses, expenses (including reasonable attorneys’ fees) (“Losses”) joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise several arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any part of any Registration Statement, Prospectusany preliminary or final prospectus or other disclosure document used in connection with the Registrable Securities, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) Issuer FWP or any amendment thereof or supplement thereto to any of the foregoing, or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading or (iiiii) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company or any of its Subsidiaries and relating to any action or inaction required of the Company in connection with any registration of securitiessuch registration, and the Company shall reimburse each Covered Person for any legal Registration Statement, other disclosure document or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liabilityIssuer FWP; provided, however, that the Company shall will not be so liable in required to indemnify any such case to the extent that Indemnified Person for any losslosses, claimclaims, actiondamages, damageliabilities, liability judgments, actions or expense arises out of or is based upon expenses resulting from any such untrue statement or alleged omission if such untrue statement, statement or omission or alleged omission, was 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, on and in conformity with, written with information prepared and with respect to any Indemnified Person furnished to the Company in writing by such Covered Person the Investors expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shallwill, to the fullest extent permitted by law, indemnify and hold harmless each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, stockholders, affiliates, employees, representatives and agents of the Company or any of its subsidiaries them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”Act), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities reasonable expenses and expensesliabilities, joint or severalseveral (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading; provided, however, that the Company will not be liable to the extent that (1) such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by or on behalf of such Holder in accordance with Section 4(a) of this Agreement for use in such registration statement, or (2) in the case of a sale directly by such Holder (including a sale of Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act or any state securities laws, or (iii) any violation or alleged violation by the Company any other party hereto, of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws law or any rule or regulation promulgated thereunder applicable under the Securities Act, the Exchange Act or any state securities law. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by or on behalf of such Holder in accordance with Section 4(a) of this Agreement for use in such registration statement, such Holder will severally and relating to not jointly indemnify and hold harmless the Company (including its directors, officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any action or inaction required of them, and each person who controls any of them within the meaning of Section 15 of the Company Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with any registration of securitieswith, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the Company shall reimburse each Covered Person for same are incurred), to which they, or any legal of them, may become subject under the Securities Act, the Exchange Act or other expenses reasonably incurred by such Covered Person federal or state statutory law or regulation, at common law or otherwise, provided, however, that the indemnification obligations of the Holder contained in connection with investigating, defending or settling this Section 5(a) shall not apply to amounts paid in settlement of any such loss, claim, action, damage or liability; provided, 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 action if such settlement is effected without the consent of or is based upon the Holder, which consent shall not be unreasonably withheld; and provided, further, that, in no event shall any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 indemnity under this Section 5(a) exceed 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 in conformity with, written information prepared and furnished to net proceeds from the Company offering received by such Covered Person expressly for use therein. This indemnity shall be Holder, except in addition to any liability the Company may otherwise havecase of fraud or willful misconduct by such Holder.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) each Holder of Registrable Securitiescovered by any Registration Statement, any (ii) each other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (within the meaning themeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) any such Holder or underwriter (each such Person, any of the persons referred to in this clause (iii) being hereinafter referred to as a “Controlling controlling person”) and (iv) the respective officers, directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an “indemnified Person”), their respective direct to the fullest extent lawful, from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Claims”), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any document incorporated such indemnified Person; (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Black-Out Notice or a notice from the Company of the existence of any fact of the kind described in Section 2.5(b)(iv), the indemnified Person or the related Holder was not permitted to do so. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof with counsel reasonably satisfactory to the indemnified Persons, it being understood and agreed that the Company’s regular outside counsel is acceptable for such purpose. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are materially different from or additional to those available to the Company, it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, which shall not be unreasonably withheld, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article II, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees and agents of the Company or any of its subsidiaries them (a "Selling Holder"), and each person who controls any of them 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 from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or severalseveral (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading in light of the circumstances under which such statements were made, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any 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 securitiessuch registration; provided, and however, that the Company shall reimburse each Covered Person for will not be obligated to indemnify any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any party to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by or on behalf of such Covered Person party expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise havesuch registration statement.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to this Article VI, the Company shallagrees to indemnify and hold harmless, to the fullest extent permitted by lawapplicable Law, indemnify each of the Investors and hold harmless their respective Affiliates, the Investor Representatives and each Holder of Registrable Securitiestheir respective Affiliates, any and each Person who is controls an Investor or might be deemed to be a “controlling person” of the Company or any of its subsidiaries Investor Representatives within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, the directors, officers, trusteesemployees, partners, affiliates, members, managers, members, employees, agents, Affiliates and shareholders, assignees and each other Person, if any, who acts on behalf representatives of or controls any such Holder or Controlling Person (each of the foregoingforegoing (collectively, a the “Covered PersonIndemnified Persons”) from and against any and all losses, claims, actions, damages, liabilities liabilities, judgments, actions and expenses, expenses (including reasonable attorneys’ fees) (“Losses”) joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise several arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any part of any Registration Statement, Prospectusany preliminary or final prospectus or other disclosure document used in connection with the Registrable Securities, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) Issuer FWP or any amendment thereof or supplement thereto to any of the foregoing, or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading or (iiiii) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company or any of its Subsidiaries and relating to any action or inaction required of the Company in connection with any registration of securitiessuch registration, and the Company shall reimburse each Covered Person for any legal Registration Statement, other disclosure document or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liabilityIssuer FWP; provided, however, that the Company shall will not be so liable in required to indemnify any such case to the extent that Indemnified Person for any loss, claim, action, damage, liability or expense arises out of or is based upon Losses resulting from any such untrue statement or alleged omission if such untrue statement, statement or omission or alleged omission, was 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, on and in conformity with, written with information prepared and with respect to any Indemnified Person furnished to the Company in writing by such Covered Person the Investors expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article II, and subject to applicable law, the Company shallwill, subject to the fullest extent permitted by lawterms of the Intercreditor and Subordination Agreement, indemnify and hold harmless each Holder of underwriter, each Investor who holds any Registrable SecuritiesSecurities (including its respective directors or partners, any Person officers, employees and agents) so registered, and each person who is or might be deemed to be a “controlling person” of the Company or controls any of its subsidiaries them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (each such Person, a “Controlling Person”the "Exchange Act"), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any 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 securitiessuch registration, and provided, however, that 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 will not be liable to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered Person underwriter, Investor or controlling person expressly for use thereinin such registration statement. This indemnity shall be With respect to such untrue statement or omission or alleged untrue statement or omission in addition the information furnished in writing to any liability the Company by such Investor expressly for use in such registration statement, such Investor will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each other Investor holding Registrable Securities (including its respective directors or partners, officers, employees and agents) so registered, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto the same extent provided in the immediately preceding sentence. In no event, however, shall the liability of an Investor for indemnification under this Section 2.06(a) exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total Registrable Securities sold under such registration statement which is being sold by such Investor or (ii) the proceeds received by such Investor from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this SECTION 3, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners)), and directors, officers, employees and agents of any of them (a "Selling Holder"), and each person who controls 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 (the "Exchange Act") (a "Controlling Person")), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any Person who is action, suit or might be deemed proceeding or any claim asserted), to be a “controlling person” of the Company which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus), (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or blue sky laws or any rule or regulation thereunder in connection with such registration; PROVIDED, HOWEVER, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its subsidiaries directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners)) and directors, officers, employees and agents of any of them) so registered, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities lawsat common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, any equivalent non-U.S. securities laws however, shall the liability of a Selling Holder for indemnification under this SECTION 3.6(A) in its capacity as such (and not in its capacity as an officer or otherwise, insofar as director of the Company) exceed the lesser of (i) that proportion of the total of such losses, claims, actions, damages, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any 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, (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred proceeds received by such Covered Person in connection with investigating, defending or settling any Selling Holder from its sale of Registrable Securities under such loss, claim, action, damage or liability; provided, 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 registration statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder or Other Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees and agents of the Company or any of its subsidiaries them (a "Selling Holder"), and each person who controls any of them 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 from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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, as the same are incurred), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any 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 securitiessuch registration; provided, and however, that 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 will not be liable to the -------- ------- extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered underwriter, Selling Holder or Controlling Person expressly for use thereinin such registration statement. This indemnity With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the same extent provided in the immediately preceding sentence; provided, however, that no Selling Holder shall -------- ------- be in addition required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the Company may otherwise havefinal prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act. In no event, however, shall the liability of a Selling Holder for indemnification under this Section 4.4(a) exceed the lesser of (i) such Selling Holder's pro rata share of the total of such losses, claims, damages or liabilities or (ii) the proceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, and any Person who which is or might be deemed to be a “controlling person” of the Company each 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”), and their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates officers and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person employees (each of the foregoing, together with such Holders, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws laws, common law 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 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, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed by the Company to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein or (iiiiv) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any 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, and the Company shall reimburse each such Covered Person Persons for any legal or other documented expenses (including counsel fees) reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability; providedprovided that, that subject to Section 11(c), 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 (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 in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Article IV, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each Holder underwriter, each Investor or Founder who offers or sells any such Registrable Shares in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), and directors, officers, employees and agents of any of them (a "Selling Stockholder"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act") (a "Controlling Person"), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any Person who is action, suit or might be deemed proceeding or any claim asserted), to be a “controlling person” of the Company which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus), (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or "blue sky" laws or any rule or regulation thereunder in connection with such registration; provided, however, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Stockholder or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Stockholder expressly for use in such registration statement, such Selling Stockholder will indemnify and hold harmless each underwriter, the Company (including its subsidiaries directors, officers, employees and agents), each Founder, each other Investor (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them) so registered, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities lawsat common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, any equivalent non-U.S. securities laws however, shall the liability of a Selling Stockholder for indemnification under this Section 4.6(a) in its capacity as such (and not in its capacity as an officer or otherwise, insofar as director of the Company) exceed the lesser of (i) that proportion of the total of such losses, claims, actions, damages, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Stockholder or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any 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, (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred proceeds received by such Covered Person in connection with investigating, defending or settling any Selling Stockholder from its sale of Registrable Shares under such loss, claim, action, damage or liability; provided, 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 registration statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shallIn the event of any registration of any equity securities of the Corporation under the Securities Act or applicable Canadian securities Laws, to the fullest extent permitted by lawCorporation will, and hereby does agree to, indemnify and hold harmless harmless, in the case of any registration statement or prospectus filed pursuant to Section 2, 3 or 4 hereof, the seller of any Registrable Shares covered by such registration statement or prospectus, its respective directors and officers, partners and members, each Holder of Registrable Securities, any other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling person” sale of the Company such securities, and each other Person, if any, who controls such seller or any of its subsidiaries such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky applicable Canadian securities laws, any equivalent non-U.S. securities laws Laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under which such securities were registered under the Securities Act Act, any preliminary prospectus, final prospectus included therein or any successor rule thereto) filed with applicable Canadian securities regulatory authorities, or any amendment thereof or supplement thereto thereto, or any document incorporated by reference therein, or (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, 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 liabilitymisleading; provided, however, that the Company Corporation shall not be so liable in any such case to the extent that any such loss, claim, action, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any such (x) an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, made or incorporated by reference in any such Registration Statementpreliminary prospectus, Prospectus, preliminary Prospectus, free writing final 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 thereto, in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company Corporation for use in the preparation thereof by such Covered Person expressly for use thereinseller or underwriter, as the case may be, or (y) an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus but notified to such seller and underwriter prior to any sale or other disposition of Registrable Shares and subsequently corrected by the Corporation in any final prospectus, amendment or supplement made available to such seller or underwriter but which final prospectus, amendment or supplement was not used by such seller or underwriter in the sale or other disposition of Registrable Shares that gave rise to such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense. This indemnity shall be in addition to any liability the Company Corporation may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director or officer, underwriter or controlling Person and shall survive the transfer of such securities by such seller.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article IV, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners, (partners of Registrable Securitiespartners and stockholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees and agents of the Company or any of its subsidiaries them (a "Selling Holder"), and each person who controls any of them 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 from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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, as the same are incurred), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any 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 securitiessuch registration; provided, and however, that 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 will not be liable to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered underwriter, Selling Holder or Controlling Person expressly for use thereinin such registration statement. This indemnity shall be With respect to such untrue statement or omission or alleged untrue statement or omission in addition the information furnished in writing to any liability the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each other underwriter, the Company (including its directors, officers, employees, shareholders and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto the same extent provided in the immediately preceding sentence. However, the liability of a Selling Holder for indemnification under this Section 4.5(a) shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or (ii) the proceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) each Holder of Registrable SecuritiesSecurities covered by the Registration Statement, any (ii) each other Person who is participates as an underwriter in the offering or might be deemed sale of Securities pursuant to be a “controlling the Registration Statement, (iii) each person” of the Company or , if any of its subsidiaries who controls (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 Act) any such Holder or Controlling Person underwriter (each any of the foregoingpersons referred to in this clause (iii) being hereinafter referred to as a "controlling person"), a “Covered and (iv) the respective officers, directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "Indemnified Person”) "), from and against any and all losses, claims, actions, damages, liabilities liabilities, judgments or expenses (including, without limitation, reasonable attorneys' fees and expensesdisbursements), joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered Indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) or caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses (including, without limitation, reasonable attorneys' fees and disbursements) of any document incorporated such Indemnified Person: (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such Indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered Indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities or Restricted Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and the Prospectus, as amended or supplemented; or (z) are a result of the use by an Indemnified Person of any Prospectus when, upon receipt of a BlackOut Notice or a notice from the Company of the existence of any fact of the kind described in Section 2.3(b)(iv), the Indemnified Person or the related Holder was not permitted to do so. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Person and shall survive the transfer of such Securities by such Holder. If any action shall be brought or asserted against any Indemnified Person with respect to which indemnity may be sought against the Company, such Indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such Indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel, or (iii) the named parties to any such action include both the Indemnified Person and the Company and the Indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the Indemnified Person), it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the Indemnified Persons, which firm shall be (A) designated by such Indemnified Persons and (B) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any Indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each Indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any Indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all liability arising out of such action, claim, litigation or proceeding.

Indemnification; Contribution. (ai) The Company shall, Subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each Holder of Registrable SecuritiesSecurities (and each underwriter for such Holder (if any and if retained by the Holder)) being registered, any Person and each person who is or might be deemed to be a “controlling person” of the Company or controls any of its subsidiaries them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”)to the full extent lawful, their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities judgments, expenses and expensesliabilities, joint or severalseveral (including any investigation, legal and other expenses incurred in connection with, and any amount paid in any settlement of, any action, suit or proceeding or any claim asserted), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, judgments, expenses or liabilities or expenses arise out of or are based upon on (iA) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement (including any related preliminary or incorporated by reference in any Registration Statement, definitive 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 to such Registration Statement or any document incorporated by reference thereinProspectus), (iiB) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iiiC) any violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws Blue Sky Laws or any 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 securitiessuch registration; provided, and however, that 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 will not be liable to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, judgment, expense or liability or expense arises out of or from and is based upon any such on a material untrue statement or alleged untrue statement, or omission or alleged omission, material untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered Person Holder, underwriter or controlling person expressly for use thereinin such Registration Statement. This indemnity Each Holder of Registrable Securities will indemnify and hold harmless the Company, each other Holder of Registrable Securities and each person who controls any of them within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, judgments, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise insofar as such losses, claims, damages, judgments, expenses and liabilities arise solely by reason of a material untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such Holder for use in such Registration Statement. The obligations of any Holder under this clause (i) shall be in addition limited to any the net proceeds to such Holder of the Registrable Securities sold pursuant to the Registration Statement to which the loss, claim, damage, judgment, expense or liability the Company may otherwise haverelates.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) the Holder, (ii) each Holder of Registrable Securities, any other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) the Holder or underwriter (each such Person, any of the persons referred to in this clause (iii) being hereinafter referred to as a “Controlling Person”), their "controlling person") and (iv) the respective direct and indirect general and limited partners, advisory board membersofficers, directors, officers, trustees, managers, memberspartners, employees, agents, Affiliates representatives and shareholders, and each other Person, if any, who acts on behalf agents of or controls any such the Holder or Controlling Person underwriter or any controlling person (each of any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the foregoingfullest extent lawful, a “Covered Person”) from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any document incorporated such indemnified Person; (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that the Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to the Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.2(b)(iv), the indemnified Person or the Holder was not permitted to do so. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

Indemnification; Contribution. (a) The Company shallagrees, to the fullest maximum extent permitted by law, to indemnify and hold harmless (i) each Holder of Registrable SecuritiesHolder, any (ii) each other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) any such Holder or underwriter (each such Person, any of the persons referred to in this clause (iii) being hereinafter referred to as a “Controlling controlling person”) and (iv) the respective officers, directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an “indemnified Person”), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof), including, without limitation, interest, penalties, and attorneys’ fees and disbursements, asserted against, resulting to, imposed upon or incurred by such indemnified Person (collectively, “Claims”), to which such Covered indemnified Person may become subject subject, directly or indirectly, under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any document incorporated such indemnified Person; (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus in a non-underwritten offering, resulting from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.5(d)(iv), the indemnified Person or the related Holder was not permitted to do so. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof with counsel reasonably satisfactory to the indemnified Persons, it being understood and agreed that the Company’s regular outside counsel is acceptable for such purpose. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are materially different from or additional to those available to the Company, it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons who sold a majority of the Registrable Securities which are subject to the Registration Statement giving rise to the particular indemnity claim (provided that if Advent, any Advent Stockholder or any person affiliated with Advent is an indemnified Person, then Advent shall designate such counsel) and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, which shall not be unreasonably withheld, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

Indemnification; Contribution. (a) The Company shall, Subject to the fullest extent permitted by lawterms and conditions of this Section 6.10, the Corporation shall indemnify and hold harmless (i) each Holder of Registrable SecuritiesSelling Holder, its Affiliates and any Person who is Permitted Transferee, including their respective directors, officers, employees, advisers, agents, administrators and successors and assigns with respect to any registration statement filed pursuant to this Agreement, (ii) any underwriter or might be deemed to be a “controlling person” selling agent selected by the Requesting Holders or other securities professional, if any, which facilitates the disposition of the Company Registrable Securities with respect to such Registrable Securities and (iii) each person who controls the Selling Holders or Affiliates thereof or such underwriter, selling agent or securities professional, including their respective directors, officers, employees, advisers, agents, administrators and successors and assigns, and any of its subsidiaries underwriter or selling agent, within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (each such PersonAct, 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities or expenses (each a "Loss" and expensescollectively "Losses"), joint or several, to which the Selling Holders or any such Covered Person persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in a registration statement, offering circular or other document or any amendments or supplements thereto, in which such Registrable Securities are to be or were included for registration under the Securities Act, or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in such registration statement, offering circular or other document, as amended or supplemented, not misleading (B) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of the registration statement, any final prospectus (as supplemented, if the Corporation shall have filed with the SEC any supplement thereto) if used during the period in which the Corporation is required to keep the registration statement to which such prospectus relates current and otherwise in compliance with Section 10(a) of the Securities Act, or any omission or alleged omission to state a material fact required to be stated or necessary to the make statements in such preliminary prospectus or final prospectus, in the light of the circumstances under which such statements were made, not misleading or (C) any material violation or alleged material violation of the Securities Act, the Exchange Act, any the rules and regulations as promulgated of the Securities Act and the Exchange Act, and state blue sky securities laws; provided, however, that the Corporation shall not be liable to any equivalent non-U.S. securities laws Person and shall have no obligation to provide any indemnification hereunder to the extent any such Losses (or otherwiseactions or proceedings in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, insofar offering circular or other document prospectus, as the case may be, in reliance upon and in conformity with written information furnished to the Corporation by a Person seeking such indemnification or on such Person's behalf specifically for inclusion in such document. The indemnity provided in this Section 6.10 shall remain in full force and effect regardless of any investigation made by or on behalf of the Selling Holders or any such other persons and shall survive the transfer of the Registrable Securities by the Selling Holders or any such other persons. Notwithstanding anything provided herein to the contrary, (i) the Corporation shall not be liable in any such case to the extent that any such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged an untrue statement of a material fact contained in or incorporated by reference omission made in any Registration Statementpreliminary prospectus if (x) such Selling Holder or underwriter failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities, Prospectus, preliminary Prospectus, free writing (y) the prospectus would have completely corrected such untrue statement or omission and (as defined in Rule 405 under z) the Securities Act Corporation delivered a copy of such prospectus to such Selling Holder or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein, underwriter prior to such written confirmation of sale; and (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, 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; provided, that the Company Corporation shall not be so liable in any such case to the extent that any losssuch losses, claimclaims, actiondamages, damage, liability liabilities or expense arises expenses arise out of or is based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission in the prospectus, made if such untrue statement, omission or incorporated by reference alleged omission is completely corrected 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 an 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 prospectus and if, having previously been furnished by or on behalf of the Corporation with copies of the prospectus as so amended or supplemented, such Covered Selling Holder or underwriter thereafter sells Registrable Securities pursuant to the Registration Statement and fails to deliver such prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person expressly for use therein. This indemnity shall be in addition to any liability asserting such damages who purchased such Registrable Security from such Selling Holder or underwriter after such Selling Holder's or underwriter's receipt of such prospectus as so amended or supplemented by or on behalf of the Company may otherwise haveCorporation.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) each Holder of Registrable Securitiescovered by any Registration Statement, any (ii) each other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (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 Act) any such Holder or Controlling Person underwriter (each any of the foregoingpersons referred to in this clause (iii) being hereinafter referred to as a "controlling person") and (iv) the respective officers, a “Covered directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person”) "), to the fullest extent lawful, from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto thereto), or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any 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, 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; provided, 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 (as defined in Rule 405 under the Securities Act or any successor rule thereto) state securities law, or any amendment thereof other law applicable to the Company relating to any such registration or supplement thereto qualification, except insofar as such losses, claims, damages, liabilities, judgments or expenses of any document incorporated such indemnified Person: (x) are caused by reference therein any such untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in reliance upon, and in conformity with, written information prepared and furnished writing to the Company by or on behalf of any of such Covered indemnified Person expressly for use therein; or (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission. This Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings 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 (in addition to any liability local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may otherwise havebe sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding.

Indemnification; Contribution. (a) The Company shall, to To the fullest extent permitted by law, the Company will indemnify the Investor, each of its officers, directors, members and hold harmless partners, and each Holder of Registrable Securitiesperson controlling such Investor, any Person who is with respect to which registration, qualification or might be deemed compliance has been effected pursuant to be a “this Agreement, each director and controlling person” person of the Company or any of its subsidiaries within the meaning of Section 15 and each officer of the Securities Act or Section 20 of Company who signed 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 shareholdersregistration statement, and each other Personunderwriter, if any, and each person who acts on behalf of or controls any underwriter, against all claims, losses, damages and liabilities (or actions, proceedings or settlements, if such Holder or Controlling Person (each settlements are effected with the written consent of the foregoingCompany, a “Covered Person”in respect thereof) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or incorporated by reference in other document (including any Registration Statementrelated registration statement, Prospectusnotification of the like) incident to any such registration, preliminary Prospectusqualification or compliance, 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, omission (ii) any omission or alleged omission of omission) to state therein a material fact required to be stated sated therein or necessary to make the statements therein not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws the Exchange Act or any 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 securitiessuch registration, qualification or compliance, and will reimburse the Company shall reimburse Investor, each Covered Person of its officers, directors, members and partners, and each person controlling such Investor, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other expenses reasonably incurred by such Covered Person in connection with investigating, investigating and defending or settling any such claim, loss, claimdamage, actionliability, damage action or liabilityproceeding; provided, however, that the Company shall will not be so liable in any such case to the extent that any loss, such claim, actionloss, damage, liability or expense arises out of or is based upon on any such untrue statement or alleged untrue omission made in such registration statement, prospectus, offering circular or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any other document incorporated by reference therein in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Covered Person expressly Investor or underwriter and stated to be specifically for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shallIn the event of any registration of any equity securities of the Corporation under the Securities Act or applicable Canadian securities Laws, to the fullest extent permitted by lawCorporation will, and hereby does agree to, indemnify and hold harmless harmless, in the case of any registration statement or prospectus filed pursuant to Section 2, 3 or 4 hereof, the seller of any Registrable Shares covered by such registration statement or prospectus, its respective directors and officers, partners and members, each Holder of Registrable Securities, any other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling person” sale of the Company such securities, and each other Person, if any, who controls such seller or any of its subsidiaries such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky applicable Canadian securities laws, any equivalent non-U.S. securities laws Laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under which such securities were registered under the Securities Act Act, any preliminary prospectus, final prospectus included therein or any successor rule thereto) filed with applicable Canadian securities regulatory authorities, or any amendment thereof or supplement thereto thereto, or any document incorporated by reference therein, or (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, 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 liabilitymisleading; provided, however, that the Company Corporation shall not be so liable in any such case to the extent that any such loss, claim, action, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any such (x) an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, made or incorporated by reference in any such Registration Statementpreliminary prospectus, Prospectus, preliminary Prospectus, free writing final 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 thereto, in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company Corporation for use in the preparation thereof by such Covered Person expressly for use thereinseller or underwriter, as the case may be, or (y) an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus but notified to such seller and underwriter prior to any sale or other disposition of Registrable Shares and subsequently corrected by the Corporation in any final prospectus, amendment or supplement made available to such seller or underwriter but which final prospectus, amendment or supplement was not used by such seller or underwriter in the sale or other disposition of Registrable Shares that gave rise to such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense. This indemnity shall be in addition to any liability the Company Corporation may otherwise have.

Indemnification; Contribution. (a) The Company shallshall indemnify and hold harmless, to the fullest extent permitted by law, indemnify and hold harmless each Holder Holder, in its capacity as a holder of Registrable Securities or Shelf Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company a 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 “Holder 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 Holder or Holder Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, or any equivalent non-U.S. securities laws or otherwiselaws, 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 or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, issuer 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, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus, or any issuer free writing Prospectus in light of the circumstances under which they were made) not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any 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, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, investigating or defending or settling any such loss, claim, action, damage or liability; provided, provided that the Company shall not be so liable in any such case to the extent that (i) 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 (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 in conformity with, written information prepared and furnished to the Company by or on behalf of such Covered Person (including by any Investor Holder with respect to information about the Selling Holders) expressly for use therein, or (ii) with respect to any liability of Selling Holders under Section 12 of the Securities Act, such Covered Person knew of such untruth or omission. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to this Article II, the Company shallagrees to indemnify and hold harmless, to the fullest extent permitted by lawapplicable Law, indemnify each of the CB Investors and hold harmless their respective Affiliates, the CB Investors’ Representative and each Holder of Registrable Securitiesits respective Affiliates, any and each Person who is controls a CB Investor or might be deemed to be a “controlling person” of the Company or any of its subsidiaries CB Investors’ Representative within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, the directors, officers, trusteesemployees, partners, affiliates, members, managers, members, employees, agents, Affiliates and shareholders, assignees and each other Person, if any, who acts on behalf representatives of or controls any such Holder or Controlling Person (each of the foregoingforegoing (collectively, a the “Covered PersonIndemnified Persons”) from and against any and all losses, claims, actions, damages, liabilities liabilities, judgments, actions and expenses, expenses (including reasonable attorneys’ fees) (“Losses”) joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise several arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any part of any Registration Statement, Prospectusany preliminary or final prospectus or other disclosure document used in connection with the Registrable Securities, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) Issuer FWP or any amendment thereof or supplement thereto to any of the foregoing, or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading or (iiiii) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company or any of its Subsidiaries and relating to any action or inaction required of the Company in connection with any registration of securitiessuch registration, and the Company shall reimburse each Covered Person for any legal Registration Statement, other disclosure document or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liabilityIssuer FWP; provided, however, that the Company shall will not be so liable in required to indemnify any such case to the extent that Indemnified Person for any loss, claim, action, damage, liability or expense arises out of or is based upon Losses resulting from any such untrue statement or alleged omission if such untrue statement, statement or omission or alleged omission, was 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, on and in conformity with, written with information prepared and with respect to any Indemnified Person furnished to the Company in writing by such Covered Person the CB Investors expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shalland each of the Guarantors, jointly and severally, agree to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable the Securities, any Person who is or might be deemed to be a “controlling person” Participating Broker-Dealer and each 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 membersaffiliates, directors, officers, trustees, managers, members, employees, agents, Affiliates employees and shareholders, agents and each other Person, if any, person who acts on behalf controls (within the meaning of either the Securities Act or controls the Exchange Act) any such Holder or Controlling Person (each of the foregoingSecurities or any Participating Broker-Dealer, a “Covered Person”) from and against any and all losses, claims, actions, damages, liabilities and expensesdamages or liabilities, joint or several, to which such Covered Person they or any of them may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities (or expenses actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or incorporated by reference in any Registration Statementamendment thereof, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under or arise out of or are based upon the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iii) arise out of or are based upon any violation untrue statement or alleged violation by untrue statement of a material fact contained in the Company prospectus included in a Registration Statement or in any preliminary prospectus or any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act), or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the Securities Act or any other similar federal or state securities laws or any 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 securitiescircumstances under which they were made, not misleading, and the Company shall agrees to reimburse each Covered Person such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Covered Person party in connection with investigating, investigating or defending or settling any such loss, claim, damage, liability or action, damage or liability; provided, however, that the Company shall and the Guarantors will not be so liable in any such case to the extent that any such loss, claim, action, damage, liability or expense action arises out of or is based upon any such untrue statement or alleged untrue statement, statement or omission or alleged omission, 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, upon and in conformity with, with written information prepared and furnished to the Company by or on behalf of such Covered Person expressly Holders or any such Participating Broker-Dealer specifically for use inclusion therein. The Company and the Guarantors shall also indemnify the underwriters in connection with any Shelf Registration, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested in writing by such Holders. This indemnity shall agreement will be in addition to any liability which the Company or the Guarantors may otherwise have.

Indemnification; Contribution. (a) The Company shall, and shall cause each of its Subsidiaries to, jointly and severally, without limitation as to time, indemnify, defend and hold harmless, to the fullest full extent permitted by law, indemnify and hold harmless each Holder holder of Registrable Securities, any the partners, members, officers, directors, agents and employees of each of them, each Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”Act), their respective direct and indirect general and limited the partners, advisory board members, officers, directors, officers, trustees, managers, members, employees, agents, Affiliates agents and shareholders, employees of each such controlling person and each other Person, if any, who acts on behalf of any financial or controls any such Holder or Controlling Person investment adviser (each of the foregoingeach, a “Covered Person”) ), to the fullest extent lawful, from and against any and all losses, claims, actions, damages, liabilities liabilities, actions or proceedings (whether commenced or threatened), costs (including, without limitation, costs of preparation and expensesattorneys’ fees) and expenses (including expenses of investigation) (collectively, joint or several“Losses”), to which such Covered Person may become subject under the Securities Actas incurred, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined or form of prospectus or in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement supplements thereto or in any document incorporated by reference thereinpreliminary prospectus, (ii) or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, except to the extent that the same arise out of or are based upon information furnished in writing to the Company by such Covered Person or the related holder of Registrable Securities expressly for use therein or (iiiii) any violation or alleged violation by the Company of the Securities Act any federal, state or any other similar federal or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company and relating to any action required of or inaction required of by the Company in connection with any registration of securities, 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 liabilityregistration; provided, that the Company shall not be so liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such case underwriters within the meaning of the Securities Act to the extent that any loss, claim, action, damage, liability or expense arises such Losses arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (A) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (B) the prospectus would have corrected such untrue statement or alleged untrue statementstatement or such omission or alleged omission and (C) the Company has complied with its obligations under Section 5D(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person. If the Public Offering pursuant to any Registration Statement provided for under this Section 5 is made through underwriters, (x) no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence and (y) the Company agrees to enter into an underwriting agreement in customary form with such under­writers and the 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 provided in this Section 5F with respect to the indemnification of the holders of Registrable Securities; provided, that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission, made omission at 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 in conformity with, written information prepared and furnished prior to the Company by written confirmation of the sale of Registrable Securities to such Covered Person expressly for use therein. This indemnity shall be if such statement or omission was corrected in addition such amended or supplemented final prospectus prior to any liability such written confirmation and the Company may otherwise haveunderwriter was provided with such amended or supplemented final prospectus.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article V, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), stockholders, directors, officers, employees and agents of any of them (a "Selling Holder"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act") (a "Controlling Person")), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any Person who is action, suit or might be deemed proceeding or any claim asserted, as the same are incurred), to be a “controlling person” of the Company which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus), (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or "blue sky" laws or any rule or regulation thereunder in connection with such registration; provided, however, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its subsidiaries directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners), stockholders, directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”Act), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities lawsat common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, any equivalent non-U.S. securities laws or otherwisehowever, insofar as shall the liability of a Selling Holder for indemnification under this Section 5.5(a) exceed the lesser of (i) that proportion of the total of such losses, claims, actions, damages, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any 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, (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred net proceeds received by such Covered Person in connection with investigating, defending or settling any Selling Holder from its sale of Registrable Securities under such loss, claim, action, damage or liability; provided, 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 registration statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.

Indemnification; Contribution. (a) The Company shall, Subject to the fullest extent permitted by lawterms and conditions of this Section 13.10, the Company shall indemnify and hold harmless (i) each Holder of Registrable SecuritiesSelling Holder, its Affiliates and any Person who is Exempt Transferee, including their respective directors, officers, partners, managers, employees, advisers, agents, administrators and successors and assigns with respect to any registration statement filed pursuant to this Agreement, (ii) any underwriter or might be deemed to be a “controlling person” selling agent selected by the Requesting Holders or other securities professional, if any, which facilitates the disposition of the Company Registrable Securities with respect to such Registrable Securities and (iii) each person who controls the Selling Holders or Affiliates thereof or such underwriter, selling agent or securities professional, including their respective directors, officers, partners, managers, employees, advisers, agents, administrators and successors and assigns, and any of its subsidiaries underwriter or selling agent, within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act (each such PersonAct, 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities or expenses (each a “Loss” and expensescollectively “Losses”), joint or several, to which the Selling Holders or any such Covered Person persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in a registration statement, offering circular or other document or any amendments or supplements thereto, in which such Registrable Securities are to be or were included for registration under the Securities Act, or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in such registration statement, offering circular or other document, as amended or supplemented, not misleading (B) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of the registration statement, any final prospectus (as supplemented, if the Company shall have filed with the Commission any supplement thereto) if used during the period in which the Company is required to keep the registration statement to which such prospectus relates current and otherwise in compliance with Section 10(a) of the Securities Act, or any omission or alleged omission to state a material fact required to be stated or necessary to the make statements in such preliminary prospectus or final prospectus, in the light of the circumstances under which such statements were made, not misleading or (C) any material violation or alleged material violation of the Securities Act, the Exchange Act, any the rules and regulations as promulgated of the Securities Act and the Exchange Act, and state blue sky securities laws; provided, however, that the Company shall not be liable to any equivalent non-U.S. securities laws Person and shall have no obligation to provide any 63 indemnification hereunder to the extent any such Losses (or otherwiseactions or proceedings in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, insofar offering circular or other document prospectus, as the case may be, in reliance upon and in conformity with written information furnished to the Company by a Person seeking such indemnification or on such Person’s behalf specifically for inclusion in such document. The indemnity provided in this Section 13.10 shall remain in full force and effect regardless of any investigation made by or on behalf of the Selling Holders or any such other persons and shall survive the Transfer of the Registrable Securities by the Selling Holders or any such other persons. Notwithstanding anything provided herein to the contrary, (i) the Company shall not be liable in any such case to the extent that any such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged an untrue statement of a material fact contained in or incorporated by reference omission made in any Registration Statementpreliminary prospectus if (x) such Selling Holder or underwriter failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities, Prospectus, preliminary Prospectus, free writing (y) the prospectus would have completely corrected such untrue statement or omission and (as defined in Rule 405 under z) the Securities Act Company delivered a copy of such prospectus to such Selling Holder or any successor rule thereto) or any amendment thereof or supplement thereto or any document incorporated by reference therein, underwriter prior to such written confirmation of sale; and (ii) any omission or alleged omission of 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 or any other similar federal or state securities laws or any 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, 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; provided, that the Company shall not be so liable in any such case to the extent that any losssuch losses, claimclaims, actiondamages, damage, liability liabilities or expense arises expenses arise out of or is based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission in the prospectus, made if such untrue statement, omission or incorporated by reference alleged omission is completely corrected 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 an 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 prospectus and if, having previously been furnished by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability or on behalf of the Company may otherwise havewith copies of the prospectus as so amended or supplemented, such Selling Holder or underwriter thereafter sells Registrable Securities pursuant to the Registration Statement and fails to deliver such prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such damages who purchased such Registrable Security from such Selling Holder or underwriter after such Selling Holder’s or underwriter’s receipt of such prospectus as so amended or supplemented by or on behalf of the Company.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement, including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees, representatives and agents of the Company or any of its subsidiaries them (a "SELLING HOLDER"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”"CONTROLLING PERSON"), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwiseotherwise ("INDEMNIFIABLE CLAIMS"), insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state 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, (iii) any violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws law or any rule or regulation promulgated thereunder applicable under the Securities Act, the Exchange Act or any state securities law, (iv) any failure to register or qualify the Registrable Securities 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 the Company and relating to any action Company) will undertake such registration or inaction required of qualification on the Company Selling Holder's behalf (provided that in connection with any registration of securities, 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; provided, that 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 such case state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof; PROVIDED, HOWEVER, that the Company will not be liable to the extent that any such loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement of a material fact contained in such registration statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered underwriter, Selling Holder or Controlling Person expressly for use thereinin such registration statement. This indemnity shall be With respect to such untrue statement or omission or alleged untrue statement or omission in addition the information furnished in writing to any liability the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each Controlling Person of any of them), from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto 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 5(a) exceed the net proceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement, except in the case of willful fraud.

Indemnification; Contribution. (a) The Company shall, Incident to the fullest extent permitted by any registration statement referred to in this Article IV and subject to applicable law, the Company will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees and agents of the Company or any of its subsidiaries them (a "Selling Holder"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “"Controlling Person”") (each, an "Indemnified Party"), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, expenses or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any 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 securitiessuch registration; PROVIDED, and HOWEVER, that the Company shall reimburse each Covered Person for will not be liable to any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any Indemnified Party to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered Person Indemnified Party expressly for use therein. This indemnity shall be in addition to any liability such registration statement (in such Person's capacity as a shareholder of the Company and not in its capacity as an officer or director of the Company and which such information relates to such Person's capacity as a shareholder). With respect to (but only with respect to) such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement (in such Person's capacity as a shareholder of the Company and not in its capacity as an officer or director of the Company and which such information relates to such Person's capacity as a shareholder), such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its directors, officers, employees and agents), each other Investor (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them) so registered, and each Controlling Person thereof, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise haveto the same extent provided in the immediately preceding sentence. In no event, however, shall the aggregate liability of a Selling Holder for indemnification and/or contribution under this Section 4.7 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 or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or (ii) the net cash proceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Agreement, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each underwriter, each Holder of Registrable SecuritiesSecurities (including its respective directors, any Person officers, employees and agents) so registered, and each person who is or might be deemed to be a “controlling person” of the Company or controls any of its subsidiaries them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (each such Person, a “Controlling Person”the 'Exchange Act'), their respective direct from 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 Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, 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), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, 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 to such registration statement or any document incorporated by reference thereinprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or 'blue sky' laws or any 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 securitiessuch registration, and provided, however, that 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 will not be liable to the extent that such loss, claim, action, damage or liability; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on (A) an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or 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, on and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. This indemnity shall be in addition to any liability the Company may otherwise have.with 5

Indemnification; Contribution. (a) The In the event of any ----------------------------- registration of any securities of the Company shallunder the Securities Act, to the fullest extent permitted by lawCompany will, and hereby does, indemnify and hold harmless each Holder in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable SecuritiesSecurities covered by such registration statement, 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 directors and indirect general and limited partners, advisory board members, directors, officers, trusteeseach officer and director of each underwriter, managers, members, employees, agents, Affiliates and shareholders, each other person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who acts on behalf of controls such holder or controls any such Holder or Controlling Person (each underwriter within the meaning of the foregoing, a “Covered Person”) Securities Act against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person holder or any such director or officer or participating or controlling person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (ix) any untrue statement or alleged untrue statement of a any material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 registration statement under which such securities were registered under the Securities Act Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or any successor rule thereto) summary prospectus included therein, or any amendment thereof or supplement thereto thereto, or any document incorporated by reference therein, or (iiy) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (iiiz) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any 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 securitieslaws, and the Company shall will reimburse such holder and each Covered Person such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by such Covered Person them in connection with investigating, investigating or defending or settling any such loss, claim, actionliability, damage action or liabilityproceeding; provided, however, that the Company shall not -------- ------- be so liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, action, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any such an untrue statement or alleged untrue statement, statement or omission or alleged omissionomission made in such registration statement, made or incorporated by reference in any such Registration Statementpreliminary prospectus, Prospectusfinal prospectus, preliminary Prospectussummary 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, upon and in conformity with, with written information prepared and furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such Covered Person expressly seller. The Company shall agree to provide for use therein. This contribution relating to such indemnity as shall be in addition to reasonably requested by any liability seller of Registrable Securities or the Company may otherwise haveunderwriters.