Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless the Stockholders and each Person, if any, who controls the Stockholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”) against any and all loss, liability, claim and damage, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunder.

Indemnification; Contribution. (a) The Company agrees agree to indemnify indemnify, defend and hold harmless each Piggyback Investor and the Stockholders respective officers, directors, partners, employees, representatives and each Person, if any, who controls the Stockholders within the meaning agents of either Section 15 of the Securities Act or Section 20 of the Exchange Act any Person (each, a an “Stockholder Indemnified PersonParty”) ), from and against any and all loss, damage, expense, liability, claim and or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, as incurredexpense, arising liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (registration statement or prospectus which registers the resale of any of such Piggyback Investor’s Warrant Stock, including any document incorporated by reference therein, or in any amendment thereto)or supplement thereto or in any preliminary prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact required to be stated therein in any registration statement or in any amendment or supplement thereto or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading or arising arises out of or is based upon any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state a material fact necessary in order to make the statements thereinmade in any prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they such statements were made, not misleading, and agrees to reimburse any Stockholder the Company shall reimburse, as incurred, the Indemnified Person as promptly as practicable upon demand Parties for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person them in connection with investigating, investigating or defending or paying any such loss, claim, damage, liability expense, liability, claim or actionaction in respect thereof; provided, however, that this indemnity agreement the Company shall not apply be required to provide any indemnification pursuant to this Section 3.5 in any such case insofar as any such loss, damage, expense, liability, claim or damage to the extent arising action arises out of or is based upon (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon of a material fact contained in, or omitted from, and in conformity with information furnished to the Company in writing by or on behalf of the Stockholders an Piggyback Investor expressly for use in, any such registration statement or any Personprospectus or (ii) a disposition, if anypursuant to a registration statement, who controls of Warrant Stock by an Piggyback Investor during a postponement period referenced in Section 3.4. If the Stockholders indemnification provided for use in any Registration Statement (or any amendment thereto)this Section 3.5 is unavailable to an Indemnified Party, or insufficient to hold such Indemnified Party harmless, in respect of any preliminary prospectus losses, damages, expenses, liabilities, claims or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agreeactions referred to therein, jointly and severally, to indemnify and hold harmless then the Company, and each personin lieu of indemnifying such Indemnified Party, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished shall contribute to the Company amount paid or payable by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced Indemnified Party as a result thereof of such losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand, and by the Piggyback Investor, on the other hand, from the offering or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in any event shall such proportion as is appropriate to reflect not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party only the relative benefits referred to in clause (i) above but also the relative fault of the commencement thereofCompany, such indemnifying party shall be entitled to participate therein andon the one hand, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent and of the indemnified partyPiggyback Investor, be counsel to on the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified partyhand, in connection with the defense thereof. No indemnifying party shallstatements or omissions which resulted in such losses, without the prior written consent of the indemnified partiesdamages, settle expenses, liabilities, claims or compromise or consent to the entry of actions, as well as any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderother relevant equitable considerations.

Indemnification; Contribution. (a) The Company agrees agrees, to the extent permitted by law, to indemnify and hold harmless the Stockholders each Holder and each Person, if any, who controls the Stockholders any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, a “Stockholder Indemnified Person”) against any and all losslosses, liabilityclaims, claim damages or liabilities, joint or several, to which they or any of them may become subject under the Act or otherwise ("Indemnified Holder"), and damageto reimburse the Holders and such controlling Person or Persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as incurredprovided in Section 4(c) hereof, arising insofar as such losses, claims, damages, liabilities or actions, suits or proceedings (including governmental investigations) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement, or, if any Shelf Registration Statement (shall be amended or any amendment thereto)supplemented, in the Shelf Registration Statement as so amended or supplemented, or the arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were madeexcept insofar as such losses, not misleading claims, damages, liabilities or arising actions arise out of or are based upon any such untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, which was made in the light of Shelf Registration Statement or in the circumstances under which they were madeShelf Registration Statement as so amended or supplemented, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing to the Company by any Holder expressly for use therein. The Company's indemnity agreement contained in this Section 4(a), and the covenants, representations and warranties of the Company contained in this Agreement, shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholders or any Person, if any, who controls and the Stockholders for use indemnity agreement contained in this Section 4 shall survive any Registration Statement (termination of this Agreement. The liabilities of the Company in this Section 4 are in addition to any other liabilities of the Company under this Agreement or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)otherwise. (b) The Stockholders agreeEach Holder agrees, jointly severally and severallynot jointly, to indemnify and the extent permitted by law, to indemnify, hold harmless and reimburse the Company, Company and each personPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any Act, to the same extent and all loss, liability, claim and damage described in upon the same terms as the indemnity contained agreement of the Company set forth in subsection (aSection 4(a) of this Section 6, as incurredhereof, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, omissions made in any the Shelf Registration Statement or in the Shelf Registration Statement, as amended or supplemented (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) if applicable), in reliance upon and in conformity with information furnished in writing to the Company by such Holder expressly for use therein. The indemnity agreement on the part of each Holder contained in this Section 4(b) shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholders for use in the Registration Statement (Company or any amendment theretoother Person, and the indemnity agreement contained in this Section 4(b) or such preliminary prospectus or Prospectus (or shall survive any amendment or supplement thereto)termination of this Agreement. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action If a claim is made or an action, suit or proceeding (including governmental investigations) is commenced or threatened against it in respect of any person as to which indemnity may be sought hereunderunder Section 4(a) or 4(b) hereof, but failure such Person (the "Indemnified Person") shall notify the Person against whom such indemnity may be sought (the "Indemnifying Person") promptly after any assertion of such claim threatening to institute an action, suit or proceeding or, if such an action, suit or proceeding is commenced against such Indemnified Person, promptly after such Indemnified Person shall have been served with a summons or other first legal process, giving information as to the nature and basis of the claim. Failure to so notify an indemnifying party the Indemnifying Person shall not not, however, relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Person from any liability which it may have otherwise than on account of these the indemnity provisionsunder Section 4(a) or 4(b) hereof if the Indemnifying Person has not been prejudiced in any material respect by such failure. Subject to the immediately succeeding sentence, the Indemnifying Person shall assume the defense of any such litigation or proceeding, including the employment of counsel and the payment of all expenses, with such counsel being designated, subject to the immediately succeeding sentence, in writing by a majority in interest of the Holders in the case of parties indemnified pursuant to Section 4(b) hereof and by the Company in the case of parties indemnified pursuant to Section 4(a) hereof. Any Indemnified Person shall have the right to participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include (x) the Indemnifying Person and (y) the Indemnified Person and, in the written opinion of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, in either of which cases the reasonable fees and expenses of counsel (including disbursements) for such Indemnified Person shall be reimbursed by the Indemnifying Person to the Indemnified Person. If there is a conflict as described in clause (ii) above, and the Indemnified Persons have participated in the litigation or proceeding utilizing separate counsel whose fees and expenses have been reimbursed by the Indemnifying Person, and the Indemnified Persons, or any of them, are found to be solely liable, such Indemnified Person shall repay to the Indemnifying Parties such fees and expenses of such separate counsel as the Indemnifying Person shall have reimbursed. It is understood that the Indemnifying Person shall not, in connection with any litigation or proceeding or related litigation or proceedings in the same jurisdiction as to which the Indemnified Persons are entitled to such separate representation, be liable under this Agreement for the reasonable fees and out-of-pocket expenses of more than one separate firm (together with not more than one appropriate local counsel) for all such Indemnified Persons. Subject to the next paragraph, all such fees and expenses shall be reimbursed by payment to the Indemnified Persons of such reasonable fees and expenses of counsel promptly after payment thereof by the Indemnified Persons. In case furtherance of the requirement above that fees and expenses of any such action separate counsel for the Indemnified Persons shall be brought against any indemnified party reasonable, the Holders and it the Company agree that the Indemnifying Person's obligations to pay such fees and expenses shall notify an indemnifying party be conditioned upon the following: (1) in case separate counsel is proposed to be retained by the Indemnified Persons pursuant to clause (ii) of the commencement thereofpreceding paragraph, the Indemnified Persons shall in good faith fully consult with the Indemnifying Person in advance as to the selection of such indemnifying party counsel; (2) reimbursable fees and expenses of such separate counsel shall be entitled detailed and supported in a manner reasonably acceptable to participate therein andthe Indemnifying Person (but nothing herein shall be deemed to require the furnishing to the Indemnifying Person of any information, including, without limitation, computer print-outs of lawyers' daily time entries, to the extent that it that, in the judgment of such counsel, furnishing such information might reasonably be expected to result in a waiver of any attorney-client privilege); and (3) the Company and the Holders shall wishcooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified Persons for which the Indemnifying Person is liable hereunder, jointly with any other indemnifying party similarly notified, and the Indemnified Person shall use every reasonable effort to assume cause such separate counsel to minimize the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent duplication of the indemnified party, be activities as between themselves and counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party Indemnifying Person. The Indemnifying Person shall not be liable for any settlement of any litigation or proceeding effected without the written consent of the Indemnifying Person, but if settled with such consent or if there be a final judgment against the Indemnified Person, the Indemnifying Person agrees, subject to such indemnified party under the provisions of this Section 6 for 4, to indemnify the Indemnified Person from and against any legal loss, damage, liability or expenses by reason of other counsel such settlement or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereofjudgment. No indemnifying party shallThe Indemnifying Person shall not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying partyIndemnified Persons, effect any settlement of any commenced pending or threatened litigation, investigation, proceeding or claim in respect of which indemnity has been properly sought by the Indemnified Persons hereunder, unless such settlement includes an unconditional release by the claimant of all Indemnified Persons from all liability with respect to claims which are the subject matter of such litigation, proceeding or claim. (d) If the indemnification provided for in this Section 4 is unavailable to or insufficient to hold harmless an Indemnified Person under this Section 4 in respect of any indemnification losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof) referred to therein, then each Indemnifying Person under this Section 4 shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is sought hereunderappropriate to reflect the relative benefits received by the Indemnifying Person on the one hand and the Indemnified Person on the other from the sale of the Registrable Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Person shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of each Indemnifying Person, if any, on the one hand and the Indemnified Person on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof), as well as any other relevant equitable considerations. The relative fault 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 Company on the one hand or the Holders on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 4. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental proceedings) in respect thereof) referred to in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such actions, suits or proceedings (including governmental proceedings) or claims, provided that the provisions of this Section 4 have been complied with (in all material respects) in respect of any separate counsel for such Indemnified Person. Notwithstanding the provisions of this Section 4, no Holder shall be required to contribute any amount greater than the excess of the amount by which the total received by such Holder with respect to the sale of its Registrable Securities pursuant to a Shelf Registration Statement exceeds the sum of (A) the amount paid by such Holder for such Registrable Securities plus (B) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations in this Section 4 to contribute are several in proportion to their respective obligations and not joint. The agreement with respect to contribution contained in this Section 4 shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any Holder, and shall survive any termination of this Agreement.

Indemnification; Contribution. (a) The Company agrees agrees, to the extent permitted by law, to indemnify and hold harmless the Stockholders each Holder and each Person, if any, who controls the Stockholders any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, a “Stockholder Indemnified Person”) against any and all losslosses, liabilityclaims, claim damages or liabilities, joint or several, to which they or any of them may become subject under the Act or otherwise ("Indemnified Holder"), and damageto reimburse the Holders and such controlling Person or Persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as incurredprovided in Section 4(c) hereof, arising insofar as such losses, claims, damages, liabilities or actions, suits or proceedings (including governmental investigations) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement, or, if any Shelf Registration Statement (shall be amended or any amendment thereto)supplemented, in the Shelf Registration Statement as so amended or supplemented, or the arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were madeexcept insofar as such losses, not misleading claims, damages, liabilities or arising actions arise out of or are based upon any such untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, which was made in the light of Shelf Registration Statement or in the circumstances under which they were madeShelf Registration Statement as so amended or supplemented, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing to the Company by any Holder expressly for use therein. The Company's indemnity agreement contained in this Section 4(a), and the covenants, representations and warranties of the Company contained in this Agreement, shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholders or any Person, if any, who controls and the Stockholders for use indemnity agreement contained in this Section 4 shall survive any Registration Statement (termination of this Agreement. The liabilities of the Company in this Section 4 are in addition to any other liabilities of the Company under this Agreement or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)otherwise. (b) The Stockholders agreeEach Holder agrees, jointly severally and severallynot jointly, to indemnify and the extent permitted by law, to indemnify, hold harmless and reimburse the Company, Company and each personPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any Act, to the same extent and all loss, liability, claim and damage described in upon the same terms as the indemnity contained agreement of the Company set forth in subsection (aSection 4(a) of this Section 6, as incurredhereof, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, omissions made in any the Shelf Registration Statement or in the Shelf Registration Statement, as amended or supplemented (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) if applicable), in reliance upon and in conformity with information furnished in writing to the Company by such Holder expressly for use therein. The indemnity agreement on the part of each Holder contained in this Section 4(b) shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholders for use in the Registration Statement (Company or any amendment theretoother Person, and the indemnity agreement contained in this Section 4(b) or such preliminary prospectus or Prospectus (or shall survive any amendment or supplement thereto)termination of this Agreement. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action If a claim is made or an action, suit or proceeding (including governmental investigations) is commenced or threatened against it in respect of any person as to which indemnity may be sought hereunderunder Section 4(a) or 4(b) hereof, but failure such Person (the "Indemnified Person") shall notify the Person against whom such indemnity may be sought (the "Indemnifying Person") promptly after any assertion of such claim threatening to institute an action, suit or proceeding or, if such an action, suit or proceeding is commenced against such Indemnified Person, promptly after such Indemnified Person shall have been served with a summons or other first legal process, giving information as to the nature and basis of the claim. Failure to so notify an indemnifying party the Indemnifying Person shall not not, however, relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Person from any liability which it may have otherwise than on account of these the indemnity provisionsunder Section 4(a) or 4(b) hereof if the Indemnifying Person has not been prejudiced in any material respect by such failure. Subject to the immediately succeeding sentence, the Indemnifying Person shall assume the defense of any such litigation or proceeding, including the employment of counsel and the payment of all expenses, with such counsel being designated, subject to the immediately succeeding sentence, in writing by a majority in principal amount of the Holders in the case of parties indemnified pursuant to Section 4(b) hereof and by the Company in the case of parties indemnified pursuant to Section 4(a) hereof. Any Indemnified Person shall have the right to participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include (x) the Indemnifying Person and (y) the Indemnified Person and, in the written opinion of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, in either of which cases the reasonable fees and expenses of counsel (including disbursements) for such Indemnified Person shall be reimbursed by the Indemnifying Person to the Indemnified Person. If there is a conflict as described in clause (ii) above, and the Indemnified Persons have participated in the litigation or proceeding utilizing separate counsel whose fees and expenses have been reimbursed by the Indemnifying Person, and the Indemnified Persons, or any of them, are found to be solely liable, such Indemnified Person shall repay to the Indemnifying Parties such fees and expenses of such separate counsel as the Indemnifying Person shall have reimbursed. It is understood that the Indemnifying Person shall not, in connection with any litigation or proceeding or related litigation or proceedings in the same jurisdiction as to which the Indemnified Persons are entitled to such separate representation, be liable under this Agreement for the reasonable fees and out-of-pocket expenses of more than one separate firm (together with not more than one appropriate local counsel) for all such Indemnified Persons. Subject to the next paragraph, all such fees and expenses shall be reimbursed by payment to the Indemnified Persons of such reasonable fees and expenses of counsel promptly after payment thereof by the Indemnified Persons. In case furtherance of the requirement above that fees and expenses of any such action separate counsel for the Indemnified Persons shall be brought against any indemnified party reasonable, the Holders and it the Company agree that the Indemnifying Person's obligations to pay such fees and expenses shall notify an indemnifying party be conditioned upon the following: (1) in case separate counsel is proposed to be retained by the Indemnified Persons pursuant to clause (ii) of the commencement thereofpreceding paragraph, the Indemnified Persons shall in good faith fully consult with the Indemnifying Person in advance as to the selection of such indemnifying party counsel; (2) reimbursable fees and expenses of such separate counsel shall be entitled detailed and supported in a manner reasonably acceptable to participate therein andthe Indemnifying Person (but nothing herein shall be deemed to require the furnishing to the Indemnifying Person of any information, including, without limitation, computer print-outs of lawyers' daily time entries, to the extent that it that, in the judgment of such counsel, furnishing such information might reasonably be expected to result in a waiver of any attorney-client privilege); and (3) the Company and the Holders shall wishcooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified Persons for which the Indemnifying Person is liable hereunder, jointly with any other indemnifying party similarly notified, and the Indemnified Person shall use every reasonable effort to assume cause such separate counsel to minimize the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent duplication of the indemnified party, be activities as between themselves and counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party Indemnifying Person. The Indemnifying Person shall not be liable for any settlement of any litigation or proceeding effected without the written consent of the Indemnifying Person, but if settled with such consent or if there be a final judgment against the Indemnified Person, the Indemnifying Person agrees, subject to such indemnified party under the provisions of this Section 6 for 4, to indemnify the Indemnified Person from and against any legal loss, damage, liability or expenses by reason of other counsel such settlement or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereofjudgment. No indemnifying party shallThe Indemnifying Person shall not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying partyIndemnified Persons, effect any settlement of any commenced pending or threatened litigation, investigation, proceeding or claim in respect of which indemnity has been properly sought by the Indemnified Persons hereunder, unless such settlement includes an unconditional release by the claimant of all Indemnified Persons from all liability with respect to claims which are the subject matter of such litigation, proceeding or claim. (d) If the indemnification provided for in this Section 4 is unavailable to or insufficient to hold harmless an Indemnified Person under this Section 4 in respect of any indemnification losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof) referred to therein, then each Indemnifying Person under this Section 4 shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is sought hereunderappropriate to reflect the relative benefits received by the Indemnifying Person on the one hand and the Indemnified Person on the other from the sale of the Registrable Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Person shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of each Indemnifying Person, if any, on the one hand and the Indemnified Person on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof), as well as any other relevant equitable considerations. The relative fault 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 Company on the one hand or the Holders on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 4. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental proceedings) in respect thereof) referred to in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such actions, suits or proceedings (including governmental proceedings) or claims, provided that the provisions of this Section 4 have been complied with (in all material respects) in respect of any separate counsel for such Indemnified Person. Notwithstanding the provisions of this Section 4, no Holder shall be required to contribute any amount greater than the excess of the amount by which the total received by such Holder with respect to the sale of its Registrable Securities pursuant to a Shelf Registration Statement exceeds the sum of (A) the amount paid by such Holder for such Registrable Securities plus (B) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations in this Section 4 to contribute are several in proportion to their respective obligations and not joint. The agreement with respect to contribution contained in this Section 4 shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any Holder, and shall survive any termination of this Agreement.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to to, indemnify and hold harmless the Stockholders each Participating Investor and each Personits partners, members, officers, directors, employees and controlling Persons, if any, who controls the Stockholders within the meaning and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachCommon Shares, a “Stockholder Indemnified Person”) against any and all losslosses, liabilityclaims, claim and damagedamages or liabilities to which each such indemnified party may become subject, insofar as incurredsuch losses, arising claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto), or the any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or arising any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein. (b) Each Participating Investor shall, and hereby agrees to (1) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims arise out of or are based upon an untrue statement or alleged untrue statement of a material fact included contained in such registration statement, or any preliminary or final prospectus or any Prospectus (contained therein, or any amendment or supplement thereto) or Issuer Free Writing Prospectus (, or any amendment or supplement thereto)document incorporated by reference therein, or the arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage each case only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Participating Investor expressly for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Companytherein, and each person, if any, who controls (2) reimburse the Company within the meaning of either Section 15 of the Securities Act for any legal or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to other out-of-pocket expenses reasonably incurred by the Company by in connection with investigating or on behalf of the Stockholders for use in the Registration Statement (or defending any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)Claim. (c) Each Promptly after receipt by an indemnified party shall give under Section 4.7(a) or Section 4.7(b) of written notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it in respect of for which indemnity indemnification under Section 4.7(a) or Section 4.7(b) may be sought hereunderrequested, such indemnified party shall notify the indemnifying party in writing of the commencement of such action or proceeding, but failure the omission so to so notify an the indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account to any indemnified party in respect of these indemnity provisionssuch action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wishdetermine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case expenses subsequently incurred by such indemnified party, party in connection with the defense thereofthereof other than reasonable costs of investigation. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry of any judgment or enter into any settlement agreement with respect to any litigation, or any investigation action or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 4.7(a) or Section 4.7(b) (whether or not the indemnified parties are party is an actual or potential parties party thereto), unless such settlementcompromise, compromise consent or consent (i) settlement includes an unconditional release of each the indemnified party from all liability arising out in respect of such litigation, investigation, proceeding claim or claim litigation and (ii) does not include a statement as subject the indemnified party to any material injunctive relief or other material equitable remedy. (d) Each Participating Investor and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 4.7(a) or 4.7(b) hereof are unavailable to or are insufficient to hold harmless an admission of fault, culpability or a failure to act by or on behalf indemnified party in respect of any indemnified party. No Claims referred to therein (other than as a result of the provisos thereto), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party shall, without as a result of such Claims in such proportion as is appropriate to reflect the prior written consent relative fault of and benefits derived by the indemnifying party, effect on the one hand, and the indemnified party, on the other hand, as well as other equitable considerations. The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 4.7(c) hereof) any settlement of legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any commenced or threatened litigation, investigationsuch action, proceeding or claim in respect claim. No Person guilty of which fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnification is sought hereunderPerson who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each Holder and each person who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Holder Indemnified Party”), from and against any loss, damage, expense, liability, judgment or claim (including reasonable legal fees, investigation costs and other expenses) which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, judgment or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability, judgment or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of any Holder to the Company expressly for use therein. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Stockholders Company, its directors and each Person, if any, officers and any person who controls the Stockholders Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Company Indemnified PersonParty”) against any and all to the same extent as the foregoing indemnity from the Company to each Holder Indemnified Party, but only insofar as such loss, damage, expense, liability, judgment or claim and damage, as incurred, arising arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement (or Prospectus or in any amendment thereto)or supplement thereto or in any preliminary prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading or arising arises out of or is based upon any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state a material fact necessary in order to make the statements thereinin any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage Holder upon the sale of the Registrable Securities pursuant to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Shelf Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, giving rise to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a “Proceeding”) is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either subsection (a) or (b) of this Section 7, but failure such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Party from any liability which it may have otherwise than on account of these indemnity provisionsto such Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of such Indemnified Party. (d) If the indemnification provided for in this Section 7 is unavailable to an Indemnified Party under subsections (a) and (b) of this Section 7 in respect of any losses, damages, expenses, liabilities, judgments or claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holders on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Holders on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, judgments and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 7, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 7 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any indemnified party. No indemnified party shallHolder or any person controlling any Holder, without or the prior written consent of Company, or the indemnifying party, effect Company’s officers or directors or any settlement person controlling the Company and (iii) the sale of any commenced or threatened litigation, investigation, proceeding or claim in respect of which Registrable Security by any indemnification is sought hereunderHolder.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to to, indemnify and hold harmless the Stockholders each Participating Investor and each Personits partners, members, officers, directors, employees and controlling Persons, if any, who controls the Stockholders within the meaning and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachCommon Shares, a “Stockholder Indemnified Person”) against any and all losslosses, liabilityclaims, claim and damagedamages or liabilities to which each such indemnified party may become subject, insofar as incurredsuch losses, arising claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto), or the any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or arising any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein. (b) Each Participating Investor shall, and hereby agrees to (1) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims arise out of or are based upon an untrue statement or alleged untrue statement of a material fact included contained in such registration statement, or any preliminary or final prospectus or any Prospectus (contained therein, or any amendment or supplement thereto) or Issuer Free Writing Prospectus (, or any amendment or supplement thereto)document incorporated by reference therein, or the arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage each case only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Participating Investor expressly for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Companytherein, and each person, if any, who controls (2) reimburse the Company within the meaning of either Section 15 of the Securities Act for any legal or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to other out-of-pocket expenses reasonably incurred by the Company by in connection with investigating or on behalf of the Stockholders for use in the Registration Statement (or defending any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)Claim. (c) Each Promptly after receipt by an indemnified party shall give under Section 4.7(a) or Section 4.7(b) of written notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it in respect of for which indemnity indemnification under Section 4.7(a) or Section 4.7(b) may be sought hereunderrequested, such indemnified party shall notify the indemnifying party in writing of the commencement of such action or proceeding, but failure the omission so to so notify an the indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account to any indemnified party in respect of these indemnity provisionssuch action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wishdetermine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case expenses subsequently incurred by such indemnified party, party in connection with the defense thereofthereof other than reasonable costs of investigation. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry of any judgment or enter into any settlement agreement with respect to any litigation, or any investigation action or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 4.7(a) or Section 4.7(b) (whether or not the indemnified parties are party is an actual or potential parties party thereto), unless such settlementcompromise, compromise consent or consent (i) settlement includes an unconditional release of each the indemnified party from all liability arising out in respect of such litigation, investigation, proceeding claim or claim litigation and (ii) does not include a statement as subject the indemnified party to any material injunctive relief or other material equitable remedy. (d) Each Participating Investor and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 4.7(a) or 4.7(b) hereof are unavailable to or are insufficient to hold harmless an admission of fault, culpability or a failure to act by or on behalf indemnified party in respect of any indemnified party. No Claims referred to therein (other than as a result of the provisos thereto), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party shall, without as a result of such Claims in such proportion as is appropriate to reflect the prior written consent relative fault of and benefits derived by the indemnifying party, effect on the one hand, and the indemnified party, on the other hand, as well as other equitable considerations. The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 4.7(c) hereof) any settlement legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, pro- ceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any commenced or threatened litigation, investigation, proceeding or claim in respect Person who was not guilty of which any indemnification is sought hereundersuch fraudulent misrepresentation.

Indemnification; Contribution. (a) The If any Registrable Securities are included in a registration statement under this Agreement: 6.1. To the extent permitted by applicable law, the Company agrees to shall indemnify and hold harmless the Stockholders and each Selling Holder, each underwriter or Agent in any underwritten or agented offering, each Person, if any, who controls the Stockholders such Selling Holder, underwriter or Agent within the meaning of either Section 15 of the Securities Act or Section 20 Act, and each officer, director, partner and employee, of the Exchange Act (eachsuch Selling Holder, a “Stockholder Indemnified Person”) underwriter, Agent and such controlling Persons, against any and all losslosses, liabilityclaims, claim damages, liabilities and damageexpenses (joint or several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as incurredsuch losses, arising claims, damages, liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or prospectus, including any Registration Statement (preliminary prospectus or final prospectus or any amendment thereto)“issuer free writing prospectus” as such term is defined in Rule 433 under the Securities Act, or any amendments or supplements thereto; or (ii) the omission or alleged omission therefrom of to state in any such registration statement or prospectus, including any preliminary prospectus or final prospectus or “issuer free writing prospectus”, or any amendments or supplements thereto, a material fact required or allegedly required to be stated therein therein, or necessary in order or allegedly necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out misleading; provided, however, that the indemnification required by this Section 6.1 shall not apply to amounts paid in settlement of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement expense if such settlement is effected without the consent of the Company (which consent shall not apply to be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, claim or damage expense solely to the extent arising that it arises out of any untrue statement or omission or alleged untrue statement or omission made is based upon (x) a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders indemnified party for use in connection with such registration, or (y) the failure of any Registration Statement person entitled to indemnification hereunder to deliver or make available to a purchaser of Registrable Securities (or any amendment theretoto the extent required by law), or a copy of any registration statement, including any preliminary prospectus or Prospectus (final prospectus contained therein or any amendment amendments or supplement supplements thereto (if the same was required by applicable law to be delivered or made available), provided, that the Company shall have timely delivered to the applicable Selling Holder such registration statement, including such preliminary prospectus or final prospectus contained therein and any amendments or supplements thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) . The Stockholders agreeCompany shall also indemnify underwriters, jointly selling brokers, dealer managers and severallysimilar securities industry professionals participating in the distribution, to indemnify their officers, directors, agents and hold harmless the Company, employees and each person, if any, person who controls the Company such persons (within the meaning of either 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 the Selling Holders. 6.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statement, each Person who controls the Company within the meaning of the Securities Act, each underwriter or Agent in any underwritten or agented offering and each Person who controls such underwriter or Agent within the meaning of the Securities Act, and each officer, director, partner and employee of such underwriter or Agent or such controlling Person, against any and all losslosses, liabilityclaims, claim damages, liabilities and damage described in the indemnity contained in subsection expenses (a) joint and several), including attorneys’ fees and disbursements and expenses of this Section 6investigation, as incurredincurred by such party pursuant to any actual or threatened action, but only with respect to untrue statements suit, proceeding or omissionsinvestigation, or alleged untrue statements to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or omissionsother federal or state laws, made insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) each case solely to the extent that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Selling Holder or on behalf of the Stockholders its Representatives or controlling persons expressly for use in connection with such registration; provided, however, that (x) the Registration Statement indemnification required by this Section 6.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, conditioned or delayed, and (or y) in no event shall the amount of any amendment thereto) or indemnity under this Section 6.2 exceed the gross proceeds from the applicable offering received by such preliminary prospectus or Prospectus (or any amendment or supplement thereto)Selling Holder. (c) Each 6.3. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 6, such indemnified party shall give notice as promptly as reasonably practicable deliver to each the indemnifying party a written notice of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an the commencement thereof and the indemnifying party shall not relieve such indemnifying party from any liability hereunder to have the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled right to participate therein in, and, to the extent that it shall wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiedgiven notice, to assume the defense thereof, thereof with counsel reasonably satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain separate counsel in any such action, claim or proceeding and to participate in the defense thereof, provided, that the indemnified party shall be responsible for its own fees and disbursements and expenses unless representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding (who in which case the indemnifying party shall not, except with the consent pay such fees and disbursements and expenses of the indemnified party and shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party). The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, be counsel if and only to the extent prejudicial to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, shall relieve such indemnifying party shall not be liable of any liability to such the indemnified party under this Section 6 for any legal expenses to the extent of other such prejudice. Notwithstanding the foregoing, the indemnified party will have the absolute right to conduct and control, through counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection of its choosing (with the fees and disbursements and expenses to be paid by the indemnifying party) the defense, compromise and settlement of any such action, claim or proceeding if the indemnifying party does not elect to assume control of the defense within thirty (30) days after receiving notice thereof; provided, that the indemnifying party shall be permitted to participate in the defense thereof with its own counsel and at its own expense. No indemnifying party shall, without the prior written consent of the shall be liable to an indemnified parties, settle or compromise or consent to the entry party for any settlement of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigationaction, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect which consent shall not be unreasonably withheld, conditioned or delayed. No indemnifying party shall consent to any settlement of any commenced or threatened litigation, investigationaction, proceeding or claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed, that does not include the giving to such indemnified party of an unconditional release from all liability in respect of which such action, proceeding or claim or that requires an admission of wrongdoing by any indemnified party. 6.4. If the indemnification required by this Section 6 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to in this Section 6: (i) The indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any Violation has been committed by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 6.1 and Section 6.2, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 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 Section 6.4(i). No Person that is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 6.5. If indemnification is sought hereunderavailable under this Section 6, the indemnifying parties shall indemnify each indemnified party to the full extent provided in this Section 6 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 6.4. 6.6. The obligations of the Company and the Selling Holders of Registrable Securities under this Section 6 shall survive the completion of any offering of Registrable Securities pursuant to a registration statement under this Agreement, and otherwise until the expiration of the applicable statute of limitations.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless the Stockholders each Holder, its respective officers and directors, and each Personperson, if any, who controls the Stockholders such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (eachincluding reasonable attorneys' fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, a “Stockholder Indemnified Person”) against any and all losssuit, liability, claim and damage, as incurred, proceeding or investigation arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (Statement, any Prospectus or preliminary Prospectus, or any amendment thereto)or supplement to any of the foregoing, or the (ii) any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement theretothen existing) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, 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 agrees relating to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal action required of or other expenses reasonably incurred inaction by such Stockholder Indemnified Person the Company in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to registration except in each case insofar as the extent arising same arise out of or are based upon, any untrue statement or omission or alleged such untrue statement or omission made in reliance upon on and in conformity with written information with respect to a Holder furnished to the Company by such Holder or on behalf of its counsel expressly for use therein. In connection with an Underwritten Offering, the Stockholders or any PersonCompany shall indemnify the underwriters thereof, if anytheir officers, directors and agents and each Person who controls the Stockholders for use in any Registration Statement such underwriters (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in Act) to the indemnity contained in subsection (a) same extent as provided above with respect to the indemnification of each Holder. Notwithstanding the foregoing provisions of this Section 611(a), the Company shall not be liable to any Holder, any Person who participates as incurredan underwriter in the offering or sale of Registrable Securities or any other Person, but only with if any, who controls any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under this Section 11 for any such loss, claim, damage, liability (or action or proceeding in respect to thereof) or expense that arises out of an untrue statements or omissions, statement or alleged untrue statements statement or omissionsomission or alleged omission in the preliminary Prospectus if a Holder, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or other Person on behalf of such Holder, failed to send or deliver a copy of a final Prospectus to the Stockholders for use Person asserting the claim prior to the written confirmation of the sale of the Registrable Securities to such Person and such statement or omission was corrected in such final Prospectus and the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)Company had previously and timely furnished sufficient copies thereof to the Holders in accordance with this Agreement. (cb) Each Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action written notice of the commencement of any action, suit, proceeding or proceeding commenced against it investigation or threat thereof made in respect of writing for which indemnity such indemnified party may be sought hereunder, but claim indemnification or contribution pursuant to this Section 11 (provided that failure to so notify an give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 11 except to the extent the indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not have been materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisionssuch failure). In case any such action shall be brought against any indemnified party and it shall notify an the indemnifying party of the commencement thereof, such the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such the indemnifying party shall not be liable to such indemnified party under this Section 6 11 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereofthereof other than reasonable costs of investigation. No Notwithstanding the foregoing, if (i) the indemnifying party shall, without shall not have employed counsel reasonably satisfactory to such indemnified party to take charge of the prior written consent defense of such action within a reasonable time after notice of commencement of such action (so long as such failure to employ counsel is not the result of an unreasonable determination by such indemnified party that counsel selected pursuant to the immediately preceding sentence is unsatisfactory) or if the indemnifying party shall not have demonstrated to the reasonable satisfaction of the indemnified party its ability to finance such defense, or (ii) the actual or potential defendants in, or targets of, any such action include both the indemnifying party and such indemnified party and such indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and such indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party, then such indemnified party shall have the right to employ separate counsel, in which case the fees and expenses of one counsel or firm of counsel (plus one local or regulatory counsel or firm of counsel) selected by a majority in interest of the indemnified parties shall be borne by the indemnifying party and the fees and expenses of all other counsel retained by the indemnified parties shall be paid by the indemnified parties, settle or compromise or . No indemnified party shall consent to the entry of any judgment or enter into any settlement without the consent (which consent, in the case of an action, suit, claim or proceeding exclusively seeking monetary relief, shall not be unreasonably withheld) of each indemnifying party. (c) If the indemnification from the indemnifying party provided for in this Section 11 is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with respect the actions or omissions which resulted in such losses, claims, damages, liabilities and expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to any litigationstate a material fact, has been made by, or relates to information supplied (in writing, in the case of a Holder) by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 11(b) hereof, any legal and other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 11(c) were determined by pro rata allocation or by any governmental agency other method of allocation which does not take account of the equitable considerations referred to above in this Section 11(c). Any underwriter's obligations in this Section 11(c) to contribute shall be several in proportion to the number of Registrable Securities underwritten by them and not joint. Notwithstanding the provisions of this Section 11(c), no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or body, commenced alleged untrue statement or threatened, omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any claim whatsoever in respect Person who was not guilty of which such fraudulent misrepresentation. If indemnification or contribution is sought available under this Section 6 (whether or not 11, the indemnified indemnifying parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of shall indemnify each indemnified party from all liability arising out to the fullest extent provided in Section 11(a) hereof without regard to the relative fault of such litigation, investigation, proceeding indemnifying parties or claim indemnified party or any other equitable consideration provided for in this Section 11(c). (d) The provisions of this Section 11 shall be in addition to any liability which any party may have to any other party and (ii) does not include a statement as to or an admission shall survive any termination of fault, culpability or a failure to act this Agreement. The indemnification provided by this Section 11 shall survive the transfer of such Registrable Securities by the Holder and shall remain in full force and effect irrespective of any investigation made by or on behalf of any an indemnified party. No , so long as such indemnified party shallis not guilty of acting in a fraudulent, without the prior written consent of the indemnifying party, effect any settlement of any commenced reckless or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereundergrossly negligent manner.

Indemnification; Contribution. (a) The Company agrees to will indemnify and hold harmless each holder of Warrant Stock registered pursuant to this Agreement with the Stockholders and each PersonCommission, if anyor under any blue sky law or regulation, who controls against any losses, claims, damages or liabilities, joint or several, to which such holder may become subject under the Stockholders within the meaning of either Section 15 of the Securities Act or Section 20 of otherwise, but only to the Exchange Act extent that such losses, claims, damages or liabilities (each, a “Stockholder Indemnified Person”or actions in respect thereof) against any and all loss, liability, claim and damage, as incurred, arising arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (preliminary prospectus, registration statement, prospectus or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, and will reimburse each such holder for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such document, in light reliance upon and in conformity with written information furnished to the Company by any holder expressly for use therein (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the circumstances Company against any and all losses, claims, damages or liabilities to which the Company may become subject, under which they were madethe Act or otherwise, not misleading insofar as such losses, claims, damages or arising liabilities (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus prospectus, registration statement or any Prospectus (prospectus, or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and agrees in each case to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigatingthe extent, defending or paying any such loss, claim, damage, liability or action; provided, howeverbut only to the extent, that this indemnity agreement shall not apply to any loss, liability, claim such untrue statement or damage to the extent arising out of any alleged untrue statement or omission or alleged untrue statement or omission was made in any such document, in reliance upon and in conformity with written information furnished to the Company by such holder expressly for use therein, or on behalf of in a document to be filed with the Stockholders Commission or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)state securities commission. (c) Each Promptly after receipt by an indemnified party shall give under subsections (a) or (b) of this Section 16 of notice as promptly as reasonably practicable of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to each be made against the indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunderunder either such subsection, but failure to so notify an the indemnifying party shall not relieve such in writing of the commencement thereof; but the omission so to notify the indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have to any indemnified party otherwise than on account under either of these indemnity provisionssuch subsections. In case any such action shall be brought against any indemnified party and it shall notify an the indemnifying party of the commencement thereof, such the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory thereof by notice in writing to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after . After receipt of written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such the indemnifying party shall not be liable to such indemnified party under this Section 6 either of such subsections for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the thereof other than reasonable costs of investigation incurred prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect assumption by the indemnifying party. (d) If the indemnification provided for in this Section 16 is unavailable or insufficient to any litigation, hold harmless an indemnified party under subsection (a) or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Warrant Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statements or omissions which indemnification resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault 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 Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution is sought pursuant to this subparagraph (d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subparagraph (d). Except as provided in subparagraph (c) of this Section 16, the amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subparagraph (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this subparagraph (d) to the contrary, no holder shall be liable for any amount, in the aggregate, in excess of the net proceeds to such holder from the sale of such holder's shares (obtained upon exercise of Warrants) giving rise to such losses, claims, damages or liabilities. (e) The obligations of the Company under this Section 6 (whether 16 shall be in addition to any liability which the Company may otherwise have at law or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderequity.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company agrees to will indemnify and hold harmless the Stockholders each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and stockholders of any such partners), and directors, officers, employees, representatives and agents of any of them, and each Person, if any, person who controls the Stockholders any of them within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct), a “Stockholder Indemnified Person”) from and against any and all losslosses, liabilityclaims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim and damageasserted, as the same are incurred), arising to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any Registration Statement (related preliminary or definitive prospectus, or any amendment thereto), or the supplement to such registration statement or prospectus) or (ii) any omission or alleged omission therefrom of to state in such document a material fact required to be stated therein in it or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, it not misleading; provided, and agrees however, that the Company will not be liable to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any the extent that (1) such loss, claim, damage, expense or liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with information furnished in writing to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Holder in accordance with Section 4(b) of this Agreement for use in such registration statement, or (2) in the case of a sale directly by such Holder (including a sale of Registrable Securities through any Registration Statement (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 amendment thereto)state securities laws. 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(b) of this Agreement for use in such registration statement, or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agreesuch Holder, jointly on a several and severallynot joint basis, to will indemnify and hold harmless the CompanyCompany (including its directors, officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each person, if any, person who controls the Company any of them within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act), from and against any and all losslosses, liabilityclaims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise. (b) If the indemnification provided for in Section 5(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 5, 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 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and damage described the other Holders from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the other Holders in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Holders shall be deemed to be in the indemnity contained same respective proportions that the net proceeds from the offering received by the Company and the Holders, in subsection (a) each case as set forth in the table on the cover page of this Section 6the applicable prospectus, as incurredbear to the aggregate public offering price of the Registrable Securities. The relative fault of the Company and the Holders shall be determined by reference to, but only with respect to among other things, whether the untrue statements or omissions, or alleged untrue statements statement of a material fact or omissions, made in any Registration Statement (the omission or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with alleged omission to state a material fact relates to information furnished to the Company supplied by or on behalf of the Stockholders for use Company or the Holders and the Parties’ relative intent, knowledge and access to information. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the Registration Statement immediately preceding paragraph. No person found guilty of fraudulent misrepresentation (or within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any amendment thereto) or person who was not found guilty of such preliminary prospectus or Prospectus (or any amendment or supplement thereto)fraudulent misrepresentation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify The amount paid by an indemnifying party shall not relieve such indemnifying or payable to an indemnified party from any liability hereunder to the extent it is not prejudiced as a result thereof of the losses, claims, damages and liabilities referred to in this Section 5 shall be deemed to include, subject to the limitations set forth above, any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action shall be brought against or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 5 will remain in full force and effect regardless of any indemnified party and it shall notify an indemnifying party investigation made by or on behalf of the commencement thereofindemnified parties or any officer, such director, employee, agent or controlling person of the indemnified parties. No indemnifying party shall be entitled to participate therein andparty, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume in the defense thereofof any such claim or litigation, with counsel reasonably satisfactory to such indemnified party (who shall not, except with 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 counsel unreasonably withheld. Any indemnified party that proposes to assert the right to be indemnified under this Section 5 will, promptly after receipt of notice of commencement or threat of any claim or action against such party in respect of which a claim is to be made against an indemnifying party under this Section 5 notify the indemnifying party in writing (such written notice, an “Indemnification Notice”) of the commencement or threat of such action, enclosing a copy of all papers served or notices received (if applicable), but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability that the indemnifying party may have to any indemnified party under the foregoing provisions of this Section 5 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party). The indemnified party will have the right to retain its own counsel in any such action if (i) the employment of counsel by the indemnified party has been authorized by the indemnifying party, and(ii) the indemnified party’s counsel, after notice from with the concurrence of indemnifying party’s counsel, shall have reasonably concluded that there is a substantial likelihood of a conflict of interest between the indemnifying party to such and the indemnified party in the conduct of its election so the defense of such action or (iii) the indemnifying party shall not in fact have employed counsel to assume the defense thereof, of such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses action within a reasonable period of other counsel or any other expensestime following its receipt of the Indemnification Notice, in each case subsequently incurred by such of which cases the fees and expenses of the indemnified party’s separate counsel shall be at the expense of the indemnifying party; provided, however, that the indemnified party shall agree to repay any expenses so advanced hereunder if it is ultimately determined by a court of competent jurisdiction that the indemnified party to whom such expenses are advanced is not entitled to be indemnified; and provided, further, that so long as the indemnified party has reasonably concluded that no conflict of interest exists, the indemnifying party may assume the defense of any action hereunder with counsel reasonably satisfactory to the indemnified party. (d) In the event of an underwritten offering of Registrable Securities under this Agreement, the Company and the Holders shall enter into standard indemnification and underwriting agreements with the underwriter thereof. To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the defense thereof. No indemnifying party shallunderwritten public offering are in conflict with the provisions of this Section 5, without the prior written consent provisions in the underwriting agreement shall control. (e) The obligation of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought Company and Holders under this Section 6 (whether or not 5 shall survive the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf completion of any indemnified party. No indemnified party shalloffering of Registrable Securities in a registration statement under Section 2, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderand otherwise.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article 4, the Company agrees to will indemnify and hold harmless the Stockholders each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and stockholders of any such partners), and directors, officers, employees and agents of any of them (a "Selling Holder"), and each Person, if any, person who controls the Stockholders any of them within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eacha "Controlling Person"), a “Stockholder Indemnified Person”) from and against any and all losslosses, liabilityclaims, 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 action, suit or proceeding or any claim and damageasserted, as the same are incurred), arising to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any Registration Statement (related preliminary or definitive prospectus, or any amendment theretoor supplement to such registration statement or prospectus), or the (ii) any omission or alleged omission therefrom of to state in such document a material fact required to be stated therein in it or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, it not misleading, and agrees to reimburse or (iii) any Stockholder Indemnified Person as promptly as practicable upon demand for violation by the Company of the Securities Act, any legal state securities or other expenses reasonably incurred by such Stockholder Indemnified Person "blue sky" laws or any rule or regulation thereunder in connection with investigatingsuch registration; provided, defending or paying any however, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or on behalf of the Stockholders or any Person, if any, who controls the Stockholders Controlling Person expressly for use in any Registration Statement (such registration statement. With respect to such untrue statement or any amendment thereto)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, or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to such Selling Holder will indemnify and hold harmless each other underwriter, the CompanyCompany (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, if any, person who controls the Company any of them within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act 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. 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. (b) In the event the Company, any selling Holder or other person receives a complaint, claim or other notice of any liability or action, giving rise to a claim for indemnification under Section 4.7(a) above, the person claiming indemnification under such paragraph shall promptly notify the person against whom indemnification is sought of such complaint, notice, claim or action, and such indemnifying person shall have the right to investigate and defend any such loss, liabilityclaim, claim and damage described damage, liability or action. No indemnifying person in the indemnity contained defense of any such claim or litigation, shall, except with the consent of each indemnified person, 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 person of a release from all liability in subsection respect of such claim or litigation. The person claiming indemnification 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 not be at the expense of the person against whom indemnification is sought (aunless the indemnifying party fails to promptly defend, in which case the fees and expenses of such separate counsel shall be borne by the person against whom indemnification is sought). In no event shall a person against whom indemnification is sought be obligated to indemnify any person for any settlement of any claim or action effected without the indemnifying person's prior written consent. (c) If the indemnification provided for in Section 4.7(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 64.7, 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 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the other Selling Holders and the underwriters from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the other Selling Holders and the underwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as incurredwell as any other relevant equitable considerations. The relative benefits received by the Company, but only with respect the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The relative fault of the Company, the Selling Holders and the underwriters shall be determined by reference to, among other things, whether the untrue statements or omissions, or alleged untrue statements statement of a material fact or omissionsthe omission or alleged omission to state a material fact relates to information supplied by the Company, made the Selling Holders or the underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Holders, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Section 4.7(c) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In no event, however, shall a Selling Holder be required to contribute any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement theretoamount under this Section 4.7(c) in reliance upon and in conformity with information furnished excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the Company proportion of the total Registrable Securities sold under such registration statement which are 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. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (d) The amount paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 4.7 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 4.7 will remain in full force and effect regardless of any investigation made by or on behalf of the Stockholders for use in the Registration Statement (indemnified parties or any amendment thereto) officer, director, employee, agent or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent controlling person of the indemnified parties, settle or compromise or consent . (e) The indemnification provided by this Section 4.7 shall be a continuing right to indemnification and shall survive the entry registration and sale of any judgment with respect to any litigation, or any investigation or proceeding Registrable Securities by any governmental agency person entitled to indemnification hereunder and the expiration or body, commenced or threatened, or any claim whatsoever in respect termination of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderAgreement.

Indemnification; Contribution. (a) The Company agrees Guarantor and the Issuer agree to indemnify indemnify, defend and hold harmless the Stockholders and each Initial Purchaser, each Holder, each person (a “Controlling Person”), if any, who controls the Stockholders any Initial Purchaser or Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, the Holders or any Controlling Person (each, an “Indemnified Party”), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Guarantor and the Issuer shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Guarantor and the Issuer shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon (i) any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Guarantor expressly for use in, any Shelf Registration Statement or any Prospectus or (ii) a disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by an Indemnified Party during a Suspension Period, provided such Indemnified Party received, prior to such disposition, a Suspension Notice with respect to such Suspension Period; provided further, however, that this indemnity agreement will be in addition to any liability which the Guarantor and the Issuer may otherwise have to such Indemnified Party. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Guarantor and the Issuer, each of its directors, officers, employees, representatives, agents and any person who controls the Guarantor and the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Guarantor Indemnified PersonParty”) from and against any and all loss, damage, expense, liability, claim and or any actions in respect thereof (including the reasonable cost of investigation) which such Guarantor Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, as incurredexpense, arising liability, claim or action arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such Holder to the Guarantor expressly for use in, any Shelf Registration Statement (or any amendment thereto)Prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact in connection with such Holder Information, which material fact was not contained in such Holder Information, and which material fact was either required to be stated therein in any Shelf Registration Statement or Prospectus or necessary in order to make such Holder Information not misleading, (B) a sale, by such Holder pursuant to a Shelf Registration Statement in or with respect to which such Holder is named as a selling securityholder, of Registrable Securities during a Suspension Period, provided that the statements therein, Guarantor shall have theretofore provided such Holder a Suspension Notice in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement theretoaccordance with Section 3(k), or (C) a public sale of Registrable Securities by such Holder without delivery, if required by the omission Securities Act, of the most recent applicable Prospectus provided to such Holder by the Guarantor pursuant to Section 3(i) or alleged omission therefrom Section 2(d)(i)(C), provided the Guarantor shall have theretofore provided such Holder with copies of such Prospectus in a material fact necessary in order timely manner so as to make permit such delivery; and, subject to the statements therein, limitation set forth in the light of immediately preceding clause, each Holder shall reimburse, as incurred, the circumstances under which they were made, not misleading, Guarantor and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand the Issuer for any legal or other expenses reasonably incurred by the Guarantor and the Issuer or any such Stockholder Indemnified Person controlling person in connection with investigating, investigating or defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim or damage action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the extent arising out Guarantor and the Issuer or any of its controlling persons. In no event shall the liability of any untrue statement or omission or alleged untrue statement or omission made selling Holder of Registrable Securities hereunder be greater in reliance amount than the dollar amount of the proceeds received by such Holder upon and in conformity with information furnished the sale, pursuant to the Company by or on behalf Shelf Registration Statement, of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, Registrable Securities giving rise to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a “Proceeding”) is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either Section 6(a) or Section 6(b), but failure such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Party from any liability which it may have otherwise than on account of these indemnity provisionsto such Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least thirty (30) days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shallsuch Indemnified Party. (d) If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party under Section 6(a) or Section 6(b), without the prior written consent of the indemnifying partyor insufficient to hold such Indemnified Party harmless, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of any losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Guarantor and the Issuer, on the one hand, and by the Holders or the Initial Purchasers, on the other hand, from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Guarantor and the Issuer, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities, claims or actions, as well as any indemnification is sought hereunderother relevant equitable considerations. The relative fault of the Guarantor and the Issuer, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Guarantor and the Issuer or by the Holders or the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Guarantor, the Issuer, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6(d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities giving rise to such contribution obligation and sold by such Holder were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or the Initial Purchasers or any person controlling any Holder or Initial Purchaser, or the Guarantor, or the Issuer, or the Guarantor’s or the Issuer’s officers or directors or any person controlling the Guarantor or the Issuer and (iii) the sale of any Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees and the Subsidiary Guarantor, jointly and severally, agree to indemnify indemnify, defend and hold harmless the Stockholders each Holder and each Person, if any, person who controls the Stockholders any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Holder Indemnified PersonParty”) ), from and against any and all loss, liability, claim and damage, expense, liability or claim (including the reasonable cost of investigation), which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, arising damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement (or Prospectus or in any amendment thereto)or supplement thereto or in any preliminary prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading or arising arises out of or is based upon any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state a material fact necessary in order to make the statements thereinmade in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person except insofar as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claimdamage, damageexpense, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission made of a material fact contained in, or omitted from any Shelf Registration Statement or Prospectus or in reliance upon and any amendment or supplement thereto or any preliminary prospectus, in conformity with information furnished to the Company in writing by or on behalf of any Holder to the Stockholders Company or any Person, if any, who controls the Stockholders Subsidiary Guarantor expressly for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)therein. (b) The Stockholders agreeEach Holder, jointly severally and severallynot jointly, agrees to indemnify indemnify, defend and hold harmless the CompanyCompany and the Subsidiary Guarantor, their directors and each person, if any, officers and any person who controls the Company and the Subsidiary Guarantor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any and all loss, liabilitydamage, expense, liability or claim and damage described in (including the indemnity contained in subsection (a) reasonable cost of this Section 6investigation), which such Company Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, but only with respect to damage, expense, liability or claim arises out of or is based upon any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of such Holder to the Stockholders Company or the Subsidiary Guarantor expressly for use in the any Shelf Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or in any amendment or supplement thereto)thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a “Proceeding”) is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either subsection (a) or (b) of this Section 6, but failure such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, except to the extent that it such Indemnifying Person has been materially prejudiced by such failure. Such Indemnified Party shall wishhave the right to employ its own counsel in any such case, jointly with any other indemnifying party similarly notified, to assume but the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal fees and expenses of other such counsel or any other expenses, shall be at the expense of such Indemnified Party unless the employment of such counsel shall have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to take charge of the defense of such Proceeding within 30 days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of such Indemnified Party. (d) If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party under subsections (a) and (b) of this Section 6 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Subsidiary Guarantor on the one hand and the Holders on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Subsidiary Guarantor on the one hand and of the Holders on the other in connection with the statements or omissions, which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the Company and the Subsidiary Guarantor on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company, the Subsidiary Guarantor or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, the Subsidiary Guarantor and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any damages, which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any indemnified party. No indemnified party shallHolder or any person controlling any Holder, without or the prior written consent of Company, the indemnifying party, effect Subsidiary Guarantor or their officers or directors or any settlement person controlling the Company or the Subsidiary Guarantor and (iii) the sale of any commenced or threatened litigation, investigation, proceeding or claim in respect of which Registrable Security by any indemnification is sought hereunderHolder.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless the Stockholders each Shareholder and each Person, if any, who controls the Stockholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”) such Shareholder’s Covered Persons against any and all losslosses, liabilityclaims, claim and damagedamages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses (“Indemnified Damages”), to which any of them may become subject insofar as incurredsuch Indemnified Damages arise out of, arising out or are based upon (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement prospectus, including any preliminary prospectus, free writing prospectus or final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto, and including all information incorporated by reference therein), or the omission or alleged omission therefrom of a to state therein any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and agrees (iii) any violation or alleged violation by the Company of the U.S. Securities Act, the U.S. Exchange Act, , any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of Registrable Securities pursuant to a Registration Statement or (iv) any breach of this Article III (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse any Stockholder the Indemnified Person as Persons, promptly as practicable upon demand such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses reasonably incurred by such Stockholder Indemnified Person them in connection with investigatinginvestigating or defending any Indemnified Damages. Notwithstanding anything to the contrary contained herein, defending or paying any such loss, claim, damage, liability or action; provided, however, that the indemnification pursuant to this indemnity agreement Section 3.6(a) shall not apply (x) to any loss, liability, claim or damage Indemnified Damages sought by an Indemnified Person to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made based upon a Violation (i) which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Indemnified Person expressly for use in any connection with the preparation of the Registration Statement (or any such amendment thereto), or any preliminary prospectus or Prospectus (or any amendment thereof or supplement theretothereto or (ii) that results from a Shareholder’s use of a defective prospectus during a Grace Period in respect of which the Company has suspended the use of such prospectus and (y) to amounts paid in settlement of any Indemnified Damages if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)delayed. (b) The Stockholders agreeIn connection with any Registration Statement in which a Shareholder’s Registrable Securities are offered, such Shareholder agrees to severally and not jointly and severally, to indemnify and hold harmless the Company, Company and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act its Covered Persons against any and all lossIndemnified Damages to which any of them may become subject insofar as such Indemnified Damages arise out of or are based upon any Violation, liabilityto the extent, claim and damage described in only to the indemnity contained in subsection (a) of this Section 6extent, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders such Shareholder expressly for use in connection with the preparation of such Registration Statement or any amendment thereof or supplement thereto, and such Shareholder will severally and not jointly reimburse any legal or other expenses reasonably incurred by an Indemnified Person in connection with investigating or defending any Indemnified Damages; provided, however, that the indemnity contained in this Section 3.6(b) and the agreement with respect to contribution contained in Section 3.6(f) shall not apply to amounts paid in settlement of any Indemnified Damages if such settlement is effected without the prior written consent of such Shareholder; provided, further, that a Shareholder shall be liable under this Section 3.6(b) for only that amount of all Indemnified Damages as does not exceed the net amount of proceeds to such Shareholder as a result of the sale of Registrable Securities pursuant to the Registration Statement (or any amendment thereto) or giving rise to such preliminary prospectus or Prospectus (or any amendment or supplement thereto)indemnification obligation. (c) Each indemnified party shall give Promptly after receipt by any Person entitled to indemnification under this Section 3.6 (each, an “Indemnified Person”) of the written threat of or notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it (including any governmental action or proceeding) involving Indemnified Damages, such Indemnified Person shall, if a claim in respect thereof is to be made against any Person providing indemnity under this Section 3.6 (each, an “Indemnifying Person”), promptly deliver to the Indemnifying Person a written notice of which indemnity may be sought hereunder, but the written threat of or notice of the commencement of such action or proceeding. The failure to so notify an indemnifying party deliver written notice to the Indemnifying Person within a reasonable time of the commencement of any such action or proceeding shall not relieve such indemnifying party from Indemnifying Person of any liability hereunder to the Indemnified Person under this Section 3.6, except to the extent it that the Indemnifying Person is not materially prejudiced in its ability to defend such action or proceeding as a result thereof of such failure, and in any event shall not relieve it from such Indemnifying Person of any liability which it may have otherwise other than on account of these indemnity provisionspursuant to this this Section 3.6. In case any such action shall be or proceeding is brought against any indemnified party Indemnified Person and it such Indemnified Person seeks or intends to seek indemnity from an Indemnifying Person, the Indemnifying Person shall notify an indemnifying party of have the commencement thereof, such indemnifying party shall be entitled right to participate therein in, and, to the extent that it shall wishthe Indemnifying Person so desires, jointly with any other indemnifying party Indemnifying Person similarly notifiednoticed, to assume control of the defense thereof, thereof with counsel reasonably mutually satisfactory to the Indemnifying Person and the Indemnified Person. In any such indemnified party proceeding, any Indemnified Person may retain its own counsel, but the fees and expenses of that counsel will be at the expense of such Indemnified Person unless (who i) the Indemnifying Person and the Indemnified Person shall not, except with the consent of the indemnified party, be counsel have mutually agreed to the indemnifying party)retention of that counsel, and, after notice from (ii) the indemnifying party to such indemnified party of its election so to Indemnifying Person does not assume the defense thereofof such proceeding in a timely manner or (iii) in the reasonable opinion of counsel retained by the Indemnified Person, the representation by such indemnifying party shall not counsel for the Indemnified Person and the Indemnifying Person would be liable inappropriate due to actual or potential differing interests between such indemnified party under this Section 6 for any legal expenses of other counsel or Indemnified Person and any other expensesparty represented by such counsel in such proceeding, in each which case subsequently incurred the Indemnifying Person shall pay reasonable fees for up to one separate legal counsel for all Indemnified Persons (in addition to local counsel, if required), and such legal counsel shall be selected by such indemnified party, the Indemnified Persons. The Indemnified Person shall reasonably cooperate with the Indemnifying Person in connection with any negotiation or defense of any such action or proceeding or Indemnified Damages by the Indemnifying Person and shall furnish to the Indemnifying Person all information reasonably available to the Indemnified Person which relates to such action or proceeding or Indemnified Damages. The Indemnifying Person shall keep the Indemnified Person reasonably apprised at all times as to the status of the defense thereofor any settlement negotiations with respect thereto. No indemnifying party Indemnifying Person shall, without the prior written consent of the indemnified parties, settle or compromise or Indemnified Person consent to the entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a full release from all liability with respect to such Indemnified Damages or which includes any admission as to fault, culpability or failure to act on the part of such Indemnified Person. (d) The indemnification required by this Section 3.6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when reasonably detailed invoices are received by the Indemnifying Person. (e) The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Person against the Indemnifying Person or others and (ii) any liabilities the Indemnifying Person may be subject to pursuant to applicable law. (f) To the extent any indemnification by an Indemnifying Person is prohibited or limited by law, the Indemnifying Person agrees, in lieu of indemnifying such Indemnified Person, to make the maximum contribution with respect to any litigation, amounts for which it would otherwise be liable under Section 3.6(a) or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto3.6(b), unless such settlementas applicable, compromise or consent to the fullest extent permitted by law; provided, however, that (i) includes an unconditional release no Person involved in the sale of each indemnified party Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the U.S. Securities Act) in connection with such sale shall be entitled to contribution from all liability arising out any Person who was not guilty of such litigation, investigation, proceeding or claim fraudulent misrepresentation and (ii) does not include a statement as contribution by any Shareholder shall be limited in amount to the net amount of proceeds received by such Shareholder from the sale of such Registrable Securities pursuant to such Registration Statement, less the amount of any damages that such Shareholder has otherwise been required to pay in connection with such sale (including any payments pursuant to this Section 3.6). (g) The indemnification and contribution provided for under this Agreement will be in addition to any other rights to indemnification or an admission contribution that any Indemnified Person may have pursuant to law or contract (and the Company and its subsidiaries shall be considered the indemnitors of fault, culpability or a failure first resort in all such circumstances to act which this Section 3.6 applies) and will remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party. No indemnified party shall, without Indemnified Person and will survive the prior written consent transfer of Registrable Securities and the indemnifying party, effect any settlement termination or expiration of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderthis Agreement.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each of the Stockholders Selling Stockholders, and each Person, person (if any, ) who controls the Stockholders such Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of 1933, as amended (the Exchange Act "Act"), against all losses, claims, damages and liabilities and expense (each, a “Stockholder Indemnified Person”) including all reasonable fees and disbursements of counsel incurred in defending against any and all losssuch claim, damage or liability, claim and damage, as incurred, arising out of ) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement the registration statement filed or to be filed with the Securities and Exchange Commission (or any amendment theretothe "Commission"), in connection with the Public Offering, as the same may be amended or supplemented from time to time (the "Registration Statement") or in any prospectus filed with, or delivered to, the Commission in connection with the Public Offering, or caused by any omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; provided, however, insofar as such losses, claims, damages, or liabilities are caused by an untrue statement of a material fact contained in, or any material fact omitted from, information relating to a Selling Stockholder furnished in writing to the Company by such Selling Stockholder for use in the Registration Statement or any amendment or supplement thereto, or any such prospectus, then the Company shall have no obligation hereunder to indemnify the Selling Stockholder furnishing such information. (b) Each Selling Stockholder shall indemnify each of the Company and the other Selling Stockholders, and each person (if any) who controls the Company or such other Selling Stockholder within the meaning of Section 15 of the Act against all losses, claims, damages and liabilities and expense (including all reasonable fees and disbursements of counsel incurred in defending against any such claim, damage or liability) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any prospectus filed with, or delivered to, the Commission in connection with the Public Offering, or caused by any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and agrees but only with respect to reimburse any information relating to such Selling Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person furnished in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company writing by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Selling Stockholder expressly for use in any the Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) , or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agreesuch prospectus, jointly and severallyPROVIDED, to indemnify and hold harmless HOWEVER, no Selling Stockholder shall be liable in an amount that exceeds the Company, and each person, if any, who controls the Company within the meaning of either Section 15 aggregate public offering price of the Securities Act or Section 20 Stockholder Shares sold by the Selling Stockholder, net of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)underwriting discount. (c) Each indemnified party The indemnity agreements of the Company and the Selling Stockholders contained in this Section 2 shall give notice as promptly as reasonably practicable to each indemnifying party remain operative and in full force and effect regardless of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act made by or on behalf of any indemnified party. No indemnified party shalland shall survive delivery of shares of Common Stock pursuant to the Public Offering. (d) In order to provide for just and equitable contribution in circumstances in which indemnification provided for in paragraphs (a) or (of this Section 2 is unavailable, without the prior written consent Company and each of the indemnifying partySelling Stockholders shall contribute to the aggregate losses, effect claims, damages, liabilities and expenses (including all reasonable fees and disbursements of counsel incurred in defending against any settlement claim, damage, or liability), to which one or more of the Selling Stockholders may be subject in such proportion as is appropriate to reflect the relevant fault of the Company and the respective Selling Stockholders in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities and expenses as well as any commenced other relevant equitable considerations; PROVIDED, HOWEVER, that: (i) in any case where any Selling Stockholder is seeking contribution hereunder such Selling Stockholder shall be entitled to contribution from the remaining Selling Stockholders pursuant to this Agreement only after first seeking contribution from the Company; (ii) no Selling Stockholder shall in any case be required to contribute or threatened litigationmake any payments under this paragraph (d) which in the aggregate exceed his pro rata share of such losses, investigationclaims, proceeding or claim damages, liabilities and expenses determined in accordance with the total number of Company Shares and Stockholder Shares sold by each respective party hereto PROVIDED, HOWEVER, that no Selling Stockholder shall be liable to contribute an amount that exceeds the aggregate public offering price of the Stockholder Shares sold by the Selling Stockholder, net of the underwriting discount; and (iii) neither the Company nor any Selling Stockholder will be required to make any contribution to another Selling Stockholder with respect to matters for which the other Selling Stockholder would not otherwise be entitled to be indemnified under paragraph (a) of which any this Section 2 had such indemnification is sought hereunderbeen available.

Indemnification; Contribution. (ai) The Company agrees Acquiror shall indemnify, to indemnify the fullest extent permitted by law, each Holder of Registrable Securities, and hold harmless the Stockholders if applicable, its officers, directors, employees and agents, and if applicable, each Person, if any, Person who controls the Stockholders such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of the Exchange Act (each, a “Stockholder Indemnified Person”investigation and legal expenses) against any and all loss, liability, claim and damage, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration, any Registration Statement (related prospectus, or, any amendment or supplement thereto, or any amendment thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, not misleading or arising except in each case insofar as the same arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included or an omission or alleged omission to state a material fact in the Shelf Registration, prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to Acquiror by such Holder expressly for use therein. (ii) In connection with the Shelf Registration, each Holder shall furnish to Acquiror in writing such information and affidavits with respect to such Holder as Acquiror reasonably requests for use in connection with the Shelf Registration, any preliminary prospectus or any Prospectus (related prospectus, or any amendment or supplement thereto, and shall indemnify, to the fullest extent permitted by law, Acquiror, Acquiror's directors, officers, employees and agents and each Person who controls Acquiror (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of or Issuer Free Writing Prospectus (based upon any untrue or alleged untrue statement of a material fact contained in the Shelf Registration, any related prospectus, or any amendment or supplement thereto), or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of a prospectus or prospectus supplement, in the light of the circumstances under which they were made, ) not misleading, and agrees in each case to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigatingthe extent, defending or paying any such loss, claim, damage, liability or action; provided, howeverbut only to the extent, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising same arises out of any or is based upon an untrue statement or omission or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company Acquiror by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders such Holder expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)Shelf Registration. (ciii) Each Any Person entitled to indemnification under this Section 3(d) agrees to give prompt written notice to the indemnifying party after the receipt by such Person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such Person will claim indemnification or contribution pursuant to this Agreement and, unless in the reasonable judgment of such indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party a conflict of any action or proceeding commenced against it in respect of which indemnity interest may be sought hereunder, but failure to so notify an indemnifying party shall not relieve exist between such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an the indemnifying party of with respect to such claim, permit the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, of such claim with counsel selected by the indemnifying party and reasonably satisfactory to such indemnified party. If the indemnifying party (who is not entitled to, or elects not to, assume the defense of a claim, it shall notnot be obligated to pay the reasonable fees and expenses of more than one counsel with respect to such claim, except with unless in the consent reasonable judgment of the counsel to such indemnified party, be counsel expressed in a writing delivered to the indemnifying party), anda conflict of interest may exist between such indemnified party and any other indemnified party with respect to such claim, after notice from in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels (which shall be limited to one counsel per indemnified party of its election so to assume the defense thereof, such party). The indemnifying party shall not be liable subject to such indemnified party under this Section 6 any liability for any legal expenses of other counsel or any other expensessettlement made without its consent, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written which consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or shall not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderbe unreasonably withheld.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless the Stockholders each Underwriter and each Person, if any, person who controls the Stockholders any Underwriter within the meaning of either Section 15 meanings of the Securities 1933 Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”) against any and all losslosses, liabilityclaims, claim and damagedamages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as incurredsuch losses, arising claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement (as originally filed or in any amendment thereto)thereof, or in any preliminary prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and agrees to reimburse any Stockholder Indemnified Person each such indemnified party, as promptly as practicable upon demand incurred, for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person them in connection with investigating, investigating or defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall (i) the Company will not apply to be liable in any loss, liability, claim or damage such case to the extent arising that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders Underwriter through you specifically for use in connection with the preparation thereof, and (ii) such indemnity with respect to any Registration Statement preliminary prospectus shall not inure to the benefit of any Underwriter (or any amendment thereto)person controlling such Underwriter) from whom the person assessing any such loss, claim, damage or any preliminary prospectus or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented) at or prior to the confirmation of the sale of such Securities to such person in any amendment case where such delivery is required by the 1933 Act and the untrue statement or supplement thereto) or any Issuer Free Writing omission of a material fact contained in such preliminary prospectus was corrected in the Prospectus (or the Prospectus as amended or supplemented). This indemnity agreement will be in addition to any amendment or supplement thereto)liability which the Company may otherwise have. (b) The Stockholders agree, jointly and severally, Each Underwriter severally agrees to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofdirectors, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses each of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunder.its officers

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each of the Stockholders Selling Stockholders, and each Person, person (if any, ) who controls the Stockholders such Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of 1933, as amended (the Exchange Act "Act"), against all losses, claims, damages and liabilities and expense (each, a “Stockholder Indemnified Person”) including all reasonable fees and disbursements of counsel incurred in defending against any and all losssuch claim, damage or liability, claim and damage, as incurred, arising out of ) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement the registration statement filed or to be filed with the Securities and Exchange Commission (or any amendment theretothe "Commission"), in connection with the Public Offering, as the same may be amended or supplemented from time to time (the "Registration Statement") or in any prospectus filed with, or delivered to, the Commission in connection with the Public Offering, or caused by any omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; provided, however, insofar as such losses, claims, -------- ------- damages, or liabilities are caused by an untrue statement of a material fact contained in, or any material fact omitted from, information relating to a Selling Stockholder furnished in writing to the Company by such Selling Stockholder for use in the Registration Statement or any amendment or supplement thereto, or any such prospectus, then the Company shall have no obligation hereunder to indemnify the Selling Stockholder furnishing such information. (b) Each Selling Stockholder shall indemnify each of the Company and the other Selling Stockholders, and each person (if any) who controls the Company or such other Selling Stockholder within the meaning of Section 15 of the Act against all losses, claims, damages and liabilities and expense (including all reasonable fees and disbursements of counsel incurred in defending against any such claim, damage or liability) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any prospectus filed with, or delivered to, the Commission in connection with the Public Offering, or caused by any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and agrees but only with respect to reimburse any information relating to such Selling Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person furnished in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company writing by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Selling Stockholder expressly for use in any the Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) , or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)such prospectus, provided, however, no -------- ------- Selling Stockholder shall be liable in an amount that exceeds the aggregate initial public offering price of the Stockholder Shares sold by the Selling Stockholder, net of the underwriting discount. (bc) The indemnity agreements of the Company and the Selling Stockholders agreecontained in this Section 2 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive delivery of shares of Common Stock pursuant to the Public Offering. (d) In order to provide for just and equitable contribution in circumstances in which indemnification provided for in paragraph (a) of this Section 2 is unavailable, jointly the Company and severallyeach of the Selling Stockholders shall contribute to the aggregate losses, claims, damages, liabilities and expenses (including all reasonable fees and disbursements of counsel incurred in defending against any claim, damage, or liability), to indemnify which one or more of the Selling Stockholders may be subject in such proportion as is appropriate to reflect the relevant fault of the Company and hold harmless the respective Selling Stockholders in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities and expenses as well as any other relevant equitable considerations; provided, however, that: -------- ------- (i) in any case where any Selling Stockholder is seeking contribution hereunder such Selling Stockholder shall be entitled to contribution from the remaining Selling Stockholders pursuant to this Agreement only after first seeking contribution from the Company; (ii) no Selling Stockholder shall in any case be required to contribute or make any payments under this paragraph (d) which in the aggregate exceed his pro rata share of such losses, claims, damages, liabilities and expenses determined in accordance with the total number of Company Shares and Stockholder Shares sold by each respective party hereto provided, however, that, except as set forth in subparagraph (iii) of this -------- ------- paragraph (d), no Selling Stockholder shall be liable to contribute an amount that exceeds the aggregate public offering price of the Stockholder Shares sold by the Selling Stockholder, net of the underwriting discount; (iii) in the event the Company or any Selling Stockholder defaults on its obligation to make any contribution pursuant to this paragraph (d), the amount by which each of the remaining parties is obligated to contribute hereunder shall be increased in accordance with the relation of the number of shares of Common Stock being sold by each such remaining party to the aggregate number of shares of Common Stock being sold by all such remaining parties; (iv) neither the Company nor any Selling Stockholder will be required to make any contribution to another Selling Stockholder with respect to matters for which the other Selling Stockholder would not otherwise be entitled to be indemnified under paragraph (a) of this Section 2 had such indemnification been available; and (v) for purposes of this paragraph (d), each person, if any, who controls the Company a Selling Stockholder within the meaning of either Section 15 of the Securities Act Act, and each director, officer or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection partner (aif any) of this Section 6such Selling Stockholder, as incurred, but only with respect shall have the same rights to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party contribution under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by Agreement as such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderSelling Stockholder.

Indemnification; Contribution. (a) The Company agrees KHC shall indemnify, to indemnify the fullest extent permitted by law, each holder of KHC Registrable Securities, its officers, directors, partners, employees and hold harmless the Stockholders agents, if any, and each Person, if any, who controls the Stockholders such holder within the meaning of either Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or Section 20 common law or otherwise), joint or several, resulting from any violation by KHC of the Exchange provisions of the Securities Act (each, a “Stockholder Indemnified Person”) against any and all loss, liability, claim and damage, as incurred, arising out of or any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any amendment thereto), preliminary prospectus or the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of KHC Registrable Securities furnished in writing to KHC by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article IV is made through underwriters, no action or failure to act on the part of such underwriters (whether or not misleading such underwriter is an Affiliate of any holder of KHC Registrable Securities) shall affect the obligations of KHC to indemnify any holder of KHC Registrable Securities or arising out any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article IV is made through underwriters, KHC agrees to enter into an underwriting agreement in customary form with such underwriters and KHC agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of KHC Registrable Securities; provided that KHC shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of KHC Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in which a holder of KHC Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, KHC, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls KHC or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact included required to be stated in any the registration statement or prospectus or preliminary prospectus or any Prospectus (or any amendment thereof or supplement thereto) thereto or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereintherein (in the case of any prospectus, in the light of the circumstances under which they were made, ) not misleading, and agrees but only to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal the extent that such untrue statement is contained in or other expenses reasonably incurred such omission is from information so concerning a holder furnished in writing by such Stockholder Indemnified Person in connection with investigatingholder expressly for use therein; provided that such holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the KHC Registrable Securities sold pursuant to such registration statement; and provided further that, defending or paying without such holder's consent, such holder shall not be required to indemnify KHC, any such underwriter, or any of their officers, directors or employees or any Person who controls KHC or such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or action; provided, however, that this indemnity agreement shall not apply proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to any loss, liability, claim send or damage give a copy of an amended or supplemented final prospectus to the extent arising out of any Person asserting an untrue statement or alleged untrue statement or omission or alleged untrue omission at or prior to the written confirmation of the sale of KHC Registrable Securities to such Person if such statement or omission made was corrected in reliance upon such amended or supplemented final prospectus prior to such written confirmation and in conformity the underwriter was provided with information furnished such amended or supplemented final prospectus. (c) Any Person entitled to indemnification under the provisions of this Section 4.7 shall (i) give prompt notice to the Company indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article IV shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by Applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of KHC Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 4.7(b) was available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 4.7 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 4.7 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 4.7 shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholders a participating holder of KHC Registrable Securities, its officers, directors, members, agents or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Companysuch holder as aforesaid, and each person, if any, who controls shall survive the Company within Transfer of Equity Securities by such holder and the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) termination of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)Agreement. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunder.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (ai) The To the extent permitted by applicable law, the Company agrees to shall indemnify and hold harmless each Holder, and the Stockholders partners, members, managers, officers, directors, employees, and stockholders of each such Holder; legal counsel, accountants and other advisors for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls the Stockholders such Holder or underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct, a “Stockholder Indemnified Person”) from and against any and all losslosses, liabilityclaims, claim damages, liabilities and damageexpenses (joint or several), including reasonable attorney’s fees and disbursements and reasonable expenses of investigation (collectively, “Losses”), incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as incurred, arising such Losses arise out of or are based upon any of the following statements or omissions (collectively, a “Violation”): (1) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, including any Registration Statement (preliminary Prospectus or final Prospectus contained therein, or any amendment amendments or supplements thereto), or ; or (2) the omission or alleged omission therefrom of to state therein a material fact required to be stated therein therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that the indemnification required by this indemnity agreement Section 2(f)(i) shall not apply to amounts paid in settlement of any losssuch Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), liability, claim or damage nor shall the Company be liable in any such case for any such Loss to the extent arising that it arises out of any untrue statement or omission or alleged untrue statement or omission made is based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Stockholders a Holder or any Person, if any, who controls the Stockholders underwriter expressly for use in connection with such registration; and provided, further, that this indemnity shall not apply to the extent that any Registration Statement (such Loss is based on an offer or Transfer of Registrable Securities during any amendment theretoperiod which the Company has notified the Holder that such offers and Transfers must cease under the Agreement, including under Section 2(b), or any preliminary prospectus or Prospectus (or any amendment or supplement theretoSection 2(c)(ii) or any Issuer Free Writing Prospectus (or any amendment or supplement theretoSection 2(c)(v). (bii) The Stockholders agreeTo the extent permitted by applicable law, jointly the Holders (severally and severally, to not jointly) shall indemnify and hold harmless the Company, and each personof the directors of the Company, each of the officers of the Company who shall have signed the Resale Registration Statement, each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 Act, and each officer, director, partner, and employee of the Exchange Act such controlling Person, against any and all lossLosses incurred by such Person pursuant to any actual or threatened action, liabilitysuit, claim and damage described in proceeding or investigation, or to which any of the indemnity contained in subsection (a) of this Section 6foregoing Persons may otherwise become subject under the Securities Act, as incurredthe Exchange Act or other federal or state laws, but only with respect insofar as such Losses arise out of or are based upon any Violation, in each case to untrue statements the extent that such Violation arises out of or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance is based upon and in conformity with information furnished to the Company in writing by or on behalf of the Stockholders a Holder expressly for use in connection with such registration; provided, however, that any indemnification required by this Section 2(f)(ii) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the Registration Statement consent of the Holders (or which consent shall not be unreasonably withheld) and in no event shall the amount of any amendment theretoindemnity obligation under this Section 2(f)(ii) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)exceed the gross proceeds from the applicable offering received by the Holders. (ciii) Each Promptly after receipt by an indemnified party under this Section 2(f) of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 2(f), such indemnified party shall give notice as promptly as reasonably practicable deliver to each the indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an a written notice thereof and the indemnifying party shall not relieve such indemnifying party from any liability hereunder to have the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled right to participate therein in, and, to the extent that it shall wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses (in each case, to the extent reasonable) to be paid by the indemnifying party, if representation of such indemnified party (who shall not, except with by the consent of counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party, be party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party)party within a reasonable time following the commencement of any such action, andif materially prejudicial to its ability to defend such action, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, shall relieve such indemnifying party shall not be liable of any liability to such the indemnified party under this Section 6 for 2(f) to the extent, but only to the extent, of such prejudice but shall not relieve the indemnifying party of any legal expenses of other counsel or liability that it may have to any other expenses, in each case subsequently incurred by indemnified party otherwise than pursuant to this Section 2(f). Any such indemnified partyparty shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in connection with the defense thereof. No indemnifying , but the fees and expenses of such counsel shall be the expenses of such indemnified party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified the indemnifying party from all liability arising out of has agreed to pay such litigation, investigation, proceeding fees and expenses or claim and (ii) does not the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No both such indemnified party shalland the indemnifying party, without and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the prior written consent indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, effect the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any settlement of any commenced one such action, claim or threatened litigation, investigation, proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels). (iv) If the indemnification required by this Section 2(f) from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Losses referred to in this Section 2(f): (1) the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any Violation has been committed by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 2(f)(i), 2(f)(ii) and 2(f)(iii), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding; (2) the parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2(f)(iv) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 2(f)(iv)(1). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(e) of the Securities Act) shall be entitled to contribution from any indemnification is sought hereunderPerson who was not guilty of such fraudulent misrepresentation. (v) The obligations of the Company and the Holders under this Section 2(f) shall survive the completion of any offering of Registrable Securities pursuant to the registration statement under this Agreement, and otherwise.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless the Stockholders and (i) each Holder, (ii) each person (a “Controlling Person”), if any, who controls the Stockholders any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (iii) the respective officers, directors, partners, members, employees, representatives and agents of each Holder or any Controlling Person (each, an “Indemnified Party”), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus or any free writing prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or any free writing prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be required to provide any indemnification pursuant to this Section 5(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of a Holder to the Company expressly for use in, any Shelf Registration Statement or any Prospectus; provided, further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless (i) the Company, (ii) its directors, officers, employees and (iii) any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Company Indemnified PersonParty”) from and against any and all loss, damage, expense, liability, claim and or any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, as incurredexpense, arising liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such Holder to the Company expressly for use in, any Shelf Registration Statement (or any amendment thereto)Prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact in connection with such Holder Information required to be stated therein in any Shelf Registration Statement or Prospectus or necessary in order to make the statements thereinsuch Holder Information, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the such statements therein, in the light of the circumstances under which they were made, not misleading; and, and agrees subject to reimburse any Stockholder Indemnified Person the limitation set forth in the immediately preceding clause, each Holder shall reimburse, as promptly as practicable upon demand incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such Stockholder Indemnified Person controlling person in connection with investigating, investigating or defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim or damage action in respect thereof. This indemnity agreement will be in addition to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished liability which such Holder may otherwise have to the Company by or on behalf any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the Stockholders or any Personproceeds received by such Holder upon the sale, if anypursuant to the Shelf Registration Statement, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Registrable Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect giving rise to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a “Proceeding”) is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either Section 5(a) or Section 5(b), but failure such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Party from any liability which it may have otherwise than on account of these indemnity provisionsto such Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least thirty (30) days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shallsuch Indemnified Party. (d) If the indemnification provided for in this Section 5 is unavailable to an Indemnified Party under Section 5(a) or Section 5(b), without the prior written consent of the indemnifying partyor insufficient to hold such Indemnified Party harmless, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of any losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and of the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities, claims or actions, as well as any indemnification is sought hereunderother relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holders, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the Holders 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 which does not take account of the equitable considerations referred to in Section 5(d) above. Notwithstanding the provisions of this Section 5, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities giving rise to such contribution obligation and sold by such Holder were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 5 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the Company, or the Company’s officers or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless the Stockholders each Initial Purchaser, each Holder and each Personperson, if any, who controls the Stockholders any Initial Purchaser or Holder (a “Controlling Person”) within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, the Holders or any Controlling Person (each, a “Holder Indemnified Party”), from and against any loss, damage, expense, liability, claim or any action in respect thereof (including the reasonable cost of investigation) which such Holder Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Company shall reimburse, as incurred, the Holder Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder Indemnified Party insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of such Holder Indemnified Party to the Company expressly for use in connection with any Shelf Registration Statement or Prospectus; provided further, that no Holder Indemnified Party shall be entitled to indemnity pursuant to this Section 6(a) to the extent, and only to the extent, such loss, damage, expense, liability, claim or action arises out of (1) a disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by such Holder Indemnified Party during a Suspension Period, provided such Holder Indemnified Party received, prior to such disposition, a Suspension Notice with respect to such Suspension Period or (2) such Holder Indemnified Party’s failure to deliver, if required pursuant to the Securities Act, the most recent applicable Prospectus provided to such Holder by the Company or on file with the SEC. This indemnity agreement will be in addition to any liability which the Company may otherwise have to any Holder or any of its Controlling Persons. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, its directors, officers, employees, representatives, agents and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Company Indemnified PersonParty”) from and against any and all loss, damage, expense, liability, claim and or any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, as incurredexpense, arising liability, claim or action arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement (or any amendment thereto)Prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact in connection with such Holder Information, which material fact was not contained in such Holder Information, and which material fact was either required to be stated therein in any Shelf Registration Statement or Prospectus or necessary in order to make such Holder Information not misleading; (B) a sale, by such Holder, pursuant to a Shelf Registration Statement, of Registrable Securities during a Suspension Period, provided that the Company shall have theretofore provided such Holder with a Suspension Notice; or (C) a public sale of Registrable Securities by such Holder without delivery, if required by the Securities Act, of the most recent applicable Prospectus provided to such Holder by the Company or on file with the SEC; and, subject to the limitation set forth in the immediately preceding clause, each Holder shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such other person in connection with investigating or defending any loss, damage, expense, liability, claim or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any Company Indemnified Party. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) If any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) of this Section 6, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to notify such Indemnifying Party, or the delay of such notification, shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party under this Section 6 except to the extent such Indemnifying Party is materially prejudiced by such omission or delay. Such Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the employment of such counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least forty-five (45) days prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party. (d) If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party under subsections (a) and (b) of this Section 6, or insufficient to hold such Indemnified Party harmless, in respect of any losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities, claims or actions in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the Holders or the Initial Purchasers, on the other hand, in connection with the statements thereinor omissions which resulted in such losses, in light damages, expenses, liabilities, claims or actions, as well as any other relevant equitable considerations. The relative fault of the circumstances under which they were madeCompany on the one hand and of the Holders or the Initial Purchasers, not misleading or arising out of any on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of relates to information supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a material fact necessary in order to make the statements therein, in the light party as a result of the circumstances under which they were madelosses, not misleadingdamages, expenses, liabilities, claims and agrees actions referred to reimburse above shall be deemed to include any Stockholder Indemnified Person as promptly as practicable upon demand for any reasonable legal or other fees or expenses reasonably incurred by such Stockholder Indemnified Person party in connection with investigatinginvestigating or defending any Proceeding. (e) The Company, defending the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or paying by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities giving rise to such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage contribution obligation and sold by such Holder were offered to the extent arising out public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company by or on behalf omission. No person guilty of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement fraudulent misrepresentation (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 11(f) of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (aAct) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to the extent that it shall wish, jointly with any other indemnifying party similarly notified, contribute pursuant to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, are several in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent proportion to the entry respective amount of any judgment with respect Registrable Securities they have sold pursuant to any litigationa Shelf Registration Statement, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever and not joint. The remedies provided for in respect of which indemnification or contribution is sought under this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) includes an unconditional release any termination of each indemnified party from all liability arising out of such litigationthis Agreement, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act any investigation made by or on behalf of any indemnified party. No indemnified party shallHolder or the Initial Purchasers or any person controlling any Holder, without or the prior written consent of Company or the indemnifying partyCompany’s directors, effect officers, employees, representatives, agents or any settlement person controlling the Company and (iii) the sale of any commenced or threatened litigation, investigation, proceeding or claim in respect of which Registrable Security by any indemnification is sought hereunderHolder.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each of the Stockholders Selling Stockholders, and each Person, person (if any, ) who controls the Stockholders such Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of 1933, as amended (the Exchange Act "Act"), against all losses, claims, damages and liabilities and expense (each, a “Stockholder Indemnified Person”) including all reasonable fees and disbursements of counsel incurred in defending against any and all losssuch claim, damage or liability, claim and damage, as incurred, arising out of ) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement the registration statement filed or to be filed with the Securities and Exchange Commission (or any amendment theretothe "Commission"), in connection with the Public Offering, as the same may be amended or supplemented from time to time (the "Registration Statement") or in any prospectus filed with, or delivered to, the Commission in connection with the Public Offering, or caused by any omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading; provided, however, -------- ------- insofar as such losses, claims, damages, or liabilities are caused by an untrue statement of a material fact contained in, or any material fact omitted from, information relating to a Selling Stockholder furnished in writing to the Company by such Selling Stockholder for use in the Registration Statement or any amendment or supplement thereto, or any such prospectus, then the Company shall have no obligation hereunder to indemnify the Selling Stockholder furnishing such information. (b) Each Selling Stockholder shall indemnify each of the Company and the other Selling Stockholders, and each person (if any) who controls the Company or such other Selling Stockholder within the meaning of Section 15 of the Act, against all losses, claims, damages and liabilities and expense (including all reasonable fees and disbursements of counsel incurred in defending against any such claim, damage or liability) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any prospectus filed with, or delivered to, the Commission in connection with the Public Offering, or caused by any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and agrees but only with respect to reimburse any information relating to such Selling Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person furnished in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company writing by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Selling Stockholder expressly for use in any the Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) , or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)such prospectus, provided, however, no -------- ------- Selling Stockholder shall be liable in an amount that exceeds the aggregate public offering price of the Stockholder Shares sold by the Selling Stockholder, net of the underwriting discount. (bc) The indemnity agreements of the Company and the Selling Stockholders agreecontained in this Section 2 shall remain in effect regardless of any investigation made by or on behalf of any indemnified party and shall survive delivery of the shares of Common Stock pursuant to the Public Offering. (d) In order to provide for just and equitable contribution in circumstances in which indemnification provided for in paragraph (a) of this Section 2 is unavailable, jointly the Company and severallyeach of the Selling Stockholders shall contribute to the aggregate losses, claims, damages, liabilities and expenses (including all reasonable fees and disbursements of counsel incurred in defending against any claim, damage, or liability), to indemnify which one or more of the Selling Stockholders may be subject in such proportion as is appropriate to reflect the relevant fault of the Company and hold harmless the respective Selling Stockholders in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities and expenses as well as any other relevant equitable considerations: provided, however, that: -------- ------- (i) in any case where any Selling Stockholder is seeking contribution hereunder, such Selling Stockholder shall be entitled to contribution from the remaining Selling Stockholders pursuant to this Agreement, only after first seeking contribution from the Company; (ii) no Selling Stockholder shall in any case be required to contribute or make any payments under this paragraph (d) which in the aggregate exceed his pro rata share of such losses, claims, damages, liabilities and expenses determined in accordance with the total number of Company Shares and Stockholder Shares sold by each respective party hereto provided, however, that, -------- ------- except as set forth in subparagraph (iii) of this paragraph (d), no Selling Stockholder shall be liable to contribute an amount that exceeds the aggregate public offering price of the Stockholder Shares sold by the Selling Stockholder, net of the underwriting discount; (iii) in the event the Company or any Selling Stockholder defaults on its obligation to make any contribution pursuant to this paragraph (d), the amount that each of the remaining parties is obligated to contribute hereunder shall be increased in accordance with the relation of the number of shares of Common Stock being sold by each such remaining party to the aggregate number of shares of Common Stock being sold by all such remaining parties; (iv) neither the Company nor any Selling Stockholder will be required to make any contribution to another Selling Stockholder with respect to matters for which the other Selling Stockholder would not otherwise be entitled to be indemnified under paragraph (a) of this Section 2 had such indemnification been available; and (v) for purposes of this paragraph (d), each person, if any, who controls the Company a Selling Stockholder within the meaning of either Section 15 of the Securities Act Act, and each director, officer or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection partner (aif any) of this Section 6such Selling Stockholder, as incurred, but only with respect shall have the same rights to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party contribution under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by Agreement as such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderSelling Stockholder.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify ------------------------------ and hold harmless the Stockholders Shareholders' Representative and each Person, if any, who controls the Stockholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”) Shareholders from and against any and all losslosses, liabilityclaims, claim damages, liabilities and damage, as incurred, expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement (or prospectus contained therein or in any amendment thereto)or supplement thereto or in any preliminary prospectus, or the arising out of or based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were madeexcept insofar as such losses, not misleading claims, damages, liabilities or arising expenses arise out of of, or are based upon, any such untrue statement or alleged untrue statement of a material fact included omission or allegation thereof based upon information furnished in any preliminary prospectus writing to the Company by the Shareholders' Representative or any Prospectus (Shareholder or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or on the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand Shareholders' behalf expressly for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or actionuse therein and; provided, howeverfurther, that this indemnity agreement shall not apply with respect to any loss, liability, claim or damage to the extent arising out of any -------- ------- untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agreeprospectus, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity agreement contained in this subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, apply to the extent that it shall wishany such loss, jointly with claim, damage, liability or expense results from the fact that a current copy of the prospectus was not sent or given to the person asserting any other indemnifying party similarly notifiedsuch loss, claim, damage, liability or expense at or prior to assume the defense thereof, with counsel reasonably satisfactory written confirmation of the sale of the Registrable Securities to such indemnified party (who shall not, except with person if it is determined that it was the consent responsibility of the indemnified party, be counsel Shareholders to provide such person with a current copy of the indemnifying party), and, after notice from prospectus and such current copy of the indemnifying party prospectus would have cured the defect giving rise to such indemnified party of its election so to assume the defense thereofloss, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel claim, damage, liability or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderexpense.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify ------------------------------ and hold harmless the Stockholders each Selling Holder of Registrable Securities, its officers and directors and each Personperson, if any, who controls the Stockholders such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”) from and against any and all losslosses, liabilityclaims, claim damages, liabilities and damage, as incurred, expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (registration statement or prospectus relating to the Registrable Securities or in any amendment thereto)or supplement thereto or in any preliminary prospectus, or the arising out of or based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were madeexcept insofar as such losses, not misleading claims, damages, liabilities or arising expenses arise out of of, or are based upon, any such untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary allegation thereof based upon information furnished in order writing to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred Company by such Stockholder Indemnified Person in connection Selling Holder or on such Selling Holder's behalf expressly for use therein; and provided that with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply respect to any loss, liability, claim or damage to the extent arising out of any -------- untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agreeprospectus, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity agreement contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party paragraph shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, apply to the extent that it shall wishany such loss, jointly with claim, damage, liability or expense results from the fact that a current copy of the prospectus was not sent or given to the person asserting any other indemnifying party similarly notifiedsuch loss, claim, damage, liability or expense at or prior to assume the defense thereof, with counsel reasonably satisfactory written confirmation of the sale of the Registrable Securities concerned to such indemnified party (who shall not, except person if it is determined that the provision of such person with the consent a current copy of the indemnified party, be counsel to prospectus would have cured the indemnifying party), and, after notice from the indemnifying party defect giving rise to such indemnified party of its election so loss, claim, damage, liability or expense. The Company also agrees to assume the defense thereofindemnify, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expensesas applicable, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of the Broker-Dealers who hold Registrable Securities acquired for their own accounts pursuant to the Registered Exchange Offer and their officers, directors and each indemnified party from all liability arising out of person who controls such litigationBroker- Dealers, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent Underwriters of the indemnifying partyRegistrable Securities and their officers, effect any settlement directors and each person who controls such Underwriters, on substantially the same basis as that of any commenced or threatened litigation, investigation, proceeding or claim the indemnification of the Selling Holders provided in respect of which any indemnification is sought hereunderthis Section 7 if such Broker-Dealers and Underwriters agree in writing to indemnify and contribute to the Company on substantially the same basis as the Selling Holders indemnify and contribute to the Company pursuant to this Section 7.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless the Stockholders and each PersonInitial Purchaser, each Holder, each person (a "CONTROLLING PERSON"), if any, who controls the Stockholders any Initial Purchaser or Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, the Holders or any Controlling Person (each, an "INDEMNIFIED PARTY"), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; PROVIDED, HOWEVER, that the Company shall not be required to provide any indemnity pursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company expressly for use in, any Shelf Registration Statement or any Prospectus; PROVIDED FURTHER that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased such Registrable Securities, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, damage, expense, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final correct prospectus, if the Company had previously notified the Holder that such preliminary or final prospectus should not be used and furnished corrected copies thereof to such Holder in a timely manner so as to permit timely delivery by such Holder of a copy of the corrected prospectus at or prior to written confirmation of sale; PROVIDED FURTHER, that this indemnity agreement will not apply to any loss, damage, expense, liability, claim or action arising from an offer or sale, occurring during a Suspension Period, of Registrable Securities by a Notice Holder to whom the Company theretofore provided a Suspension Notice in accordance with Section 3(i); PROVIDED FURTHER, HOWEVER, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, its directors, officers, employees, representatives and agents and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”"COMPANY INDEMNIFIED PARTY") from and against any and all loss, damage, expense, liability, claim and or any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, as incurredexpense, arising liability, claim or action (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the "HOLDER INFORMATION") furnished in writing by or on behalf of such Holder to the Company expressly for use in, any Shelf Registration Statement or Prospectus, or in any Registration Statement amendment or supplement thereto or in any preliminary prospectus, (ii) arises out of or is based upon any amendment thereto), or the omission or alleged omission therefrom of to state a material fact in connection with such Holder Information required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus Shelf Registration Statement or any Prospectus (Prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or necessary to make such Holder Information not misleading, (iii) arises out of or Issuer Free Writing Prospectus (or any amendment or supplement theretois based upon a sale of Registrable Securities during a Suspension Period by a Notice Holder to whom the Company theretofore provided a Suspension Notice in accordance with Section 3(i), or (iv) arises out of or is based upon a sale of Registrable Securities by a Notice Holder without delivery of the omission most recent applicable Prospectus provided to such Holder by the Company pursuant to Section 3(g) or alleged omission therefrom Section 2(d), if a prospectus was required to be delivered by such Holder under the Securities Act in connection with such sale and the Holder had received copies of the most recent applicable prospectus in a material fact necessary in order timely manner so as to make permit such delivery; and, subject to the statements therein, limitation set forth in the light of immediately preceding clause, each Holder shall reimburse, as incurred, the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand Company for any legal or other expenses reasonably incurred by such Stockholder the Company or any Company Indemnified Person Party in connection with investigating, investigating or defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim or damage action in respect thereof. This indemnity agreement will be in addition to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished liability which such Holder may otherwise have to the Company by or on behalf any Company Indemnified Party. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the Stockholders or any Personproceeds received by such Holder upon the sale, if anypursuant to the Shelf Registration Statement, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Registrable Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect giving rise to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a "PROCEEDING") is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either Section 6(a) or Section 6(b), but failure such person (the "INDEMNIFIED Party") shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; PROVIDED, HOWEVER, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Party from any liability which it may have otherwise than on account of these indemnity provisions. In case any to such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereofIndemnified Party or otherwise, such indemnifying party shall be entitled to participate therein and, except to the extent that it the Indemnifying Party is materially prejudiced thereby. Such Indemnified Party shall wishhave the right to employ its own counsel in any such case, jointly with any other indemnifying party similarly notified, to assume but the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal fees and expenses of other such counsel or any other expenses, shall be at the expense of such Indemnified Party unless the employment of such counsel shall have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least thirty (30) days' prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shallsuch Indemnified Party. (d) If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party under Section 6(a) or Section 6(b), without the prior written consent of the indemnifying partyor insufficient to hold such Indemnified Party harmless, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of any losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by the Holders or the Initial Purchaser, on the other hand, from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and of the Holders or the Initial Purchaser, on the other hand, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities, claims or actions, as well as any indemnification is sought hereunderother relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holders or the Initial Purchaser, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Holders or the Initial Purchaser and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, the Holders and the Initial Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6(d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities giving rise to such contribution obligation and sold by such Holder were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or the Initial Purchaser or any person controlling any Holder or Initial Purchaser, or the Company, or the Company's officers or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees to ViroPharma shall indemnify and hold harmless the Stockholders each Holder from and each Person, if any, who controls the Stockholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”) against any and all losslosses, liabilityclaims, claim damages, liabilities and damage, as incurred, expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if ViroPharma shall have furnished any amendment amendments or supplements thereto), ) or the arising out of or based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, except insofar as the same are caused by or contained in light any information concerning such Holder furnished in writing to ViroPharma by such Holder expressly for use in such Registration Statement. (b) In connection with any Registration Statement in which a Holder is participating pursuant to Section 8 hereof, each such Holder shall furnish to ViroPharma in writing such information with respect to such Holder as ViroPharma may reasonably request or as may be required by law specifically for use in connection with any such Registration Statement or prospectus. Each Holder shall indemnify and hold harmless ViroPharma, any underwriter retained by ViroPharma and their respective directors, officers, employees and each Person who controls ViroPharma or such underwriter (within the meaning of the circumstances under which they were madeSecurities Act and the Exchange Act) from and against any and all losses, not misleading claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if ViroPharma shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with any information concerning such Holder furnished in writing to ViroPharma by such Holder specifically for use in the preparation of such Registration Statement or prospectus; provided, however, -------- ------- that the total amount to be indemnified by such Holder pursuant to this Section 8.6(b) shall be limited to the net proceeds received by the Holders in the offering to which the Registration Statement or prospectus relates. (c) Any Person entitled to indemnification hereunder (the "Indemnified Party") agrees to give prompt written notice to the indemnifying party (the "Indemnifying Party") after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that the failure so to notify the Indemnifying Party shall -------- ------- not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless, and only to the extent that, such failure results in the Indemnifying Party's forfeiture of substantive rights or defenses. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party. In either of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnified Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be unreasonably withheld. (d) If the indemnification provided for in this Section 8.6 from the Indemnifying Party pursuant to applicable law is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state a material fact necessary in order fact, has been made by, or relates to make information supplied by, such Indemnifying Party or Indemnified Party, and the statements thereinparties' relative intent, in the light knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the circumstances under which they were madelosses, not misleadingclaims, damages, liabilities and agrees expenses referred to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for above shall be deemed to include, subject to the limitations set forth in Sections 8.6(a), (b) and (c), any legal or other fees, charges or expenses reasonably incurred by such Stockholder Indemnified Person party in connection with investigating, defending any investigation or paying proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.6(d) were determined by pro rata allocation or by any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall other method of allocation which does not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company by or on behalf take account of the Stockholders or any Person, if any, who controls equitable considerations referred to in the Stockholders for use in any Registration Statement immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 11(f) of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (aAct) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with contribution from any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderPerson.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless the Stockholders and Bookrunner, each Holder, each person (a “Controlling Person”), if any, who controls the Stockholders Bookrunner or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of the Bookrunner, the Holders or any Controlling Person (each, an “Indemnified Party”), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of the Bookrunner or a Holder to the Company expressly for use in, any Shelf Registration Statement or any Prospectus; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, its directors, officers, employees, representatives and agents and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Company Indemnified PersonParty”) from and against any and all loss, damage, expense, liability, claim and or any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, as incurredexpense, arising liability, claim or action arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such Holder to the Company expressly for use in, any Shelf Registration Statement (or any amendment thereto)Prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact in connection with such Holder Information, which material fact was not contained in such Holder Information, and which material fact was either required to be stated therein in any Shelf Registration Statement or Prospectus or necessary in order to make such Holder Information not misleading, (B) a sale, by such Holder pursuant to a Shelf Registration Statement in or with respect to which such Holder is named as a selling securityholder, of Registrable Securities during a Suspension Period, provided that the statements therein, Company shall have theretofore provided such Holder a Suspension Notice in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement theretoaccordance with Section 3(k), or (C) a public sale of Registrable Securities by such Holder without delivery, if required by the omission Securities Act, of the most recent applicable Prospectus provided to such Holder by the Company pursuant to Section 3(i) or alleged omission therefrom Section 2(d)(i)(C), provided the Company shall have theretofore made available to or provided such Holder copies of such Prospectus in a material fact necessary in order timely manner so as to make permit such delivery; and, subject to the statements therein, limitation set forth in the light of immediately preceding clause, each Holder shall reimburse, as incurred, the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand Company for any legal or other expenses reasonably incurred by the Company or any such Stockholder Indemnified Person controlling person in connection with investigating, investigating or defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim or damage action in respect thereof. This indemnity agreement will be in addition to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished liability which such Holder may otherwise have to the Company by or on behalf any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the Stockholders or any Personproceeds received by such Holder upon the sale, if anypursuant to the Shelf Registration Statement, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Registrable Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect giving rise to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a “Proceeding”) is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either Section 6(a) or Section 6(b), but failure such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Party from any liability which it may have otherwise than on account of these indemnity provisionsto such Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least thirty (30) days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shallsuch Indemnified Party. (d) If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party under Section 6(a) or Section 6(b), without the prior written consent of the indemnifying partyor insufficient to hold such Indemnified Party harmless, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of any losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by the Holders or the Bookrunner, on the other hand, from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and of the Holders or the Bookrunner, on the other hand, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities, claims or actions, as well as any indemnification is sought hereunderother relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holders or the Bookrunner, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Holders or the Bookrunner and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, the Holders and the Bookrunner agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6(d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities giving rise to such contribution obligation and sold by such Holder were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or the Bookrunner or any person controlling any Holder or the Bookrunner, or the Company, or the Company’s officers or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company Each Issuer, jointly and severally, agrees to indemnify indemnify, defend and hold harmless the Stockholders and Initial Purchaser, each Holder, each person (a "Controlling Person"), if any, who controls the Stockholders Initial Purchaser or Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of the Initial Purchaser, the Holders or any Controlling Person (each, an "Indemnified Party"), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Issuers shall, jointly and severally, reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Issuers shall not be required to provide any indemnity pursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of the Initial Purchaser or a Holder to the Company expressly for use in, any Shelf Registration Statement or any Prospectus; provided further that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased the Registrable Securities concerned, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, damage, expense, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus, provided the Company had previously furnished sufficient copies of such final prospectus to such Holder in a timely manner as to reasonably permit such Holder to send or give a copy of such final prospectus to such person at or prior to the written confirmation of such sale; provided further, however, that (i) this indemnity agreement will be in addition to any liability which the Issuers may otherwise have to such Indemnified Party; and (ii) the Issuers shall not be required to provide any indemnity pursuant to this Section 6(a) insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon an offer or sale, during a Suspension Period for which the Issuers have duly given a Suspension Notice in accordance herewith, of Registrable Securities pursuant to a Shelf Registration Statement by a Notice Holder who had theretofore duly received such Suspension Notice. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless each Issuer, its directors, officers, employees and any person who controls any Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder an "Issuer Indemnified Person”Party") from and against any and all loss, damage, expense, liability, claim and or any actions in respect thereof (including the reasonable cost of investigation) which such Issuer Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, as incurredexpense, arising liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the "Holder Information") furnished in writing by or on behalf of such Holder to the Company expressly for use in, any Shelf Registration Statement (or any amendment thereto)Prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact in connection with such Holder Information required to be stated therein in any Shelf Registration Statement or Prospectus or necessary in order to make such Holder Information not misleading; and, subject to the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, limitation set forth in the light of immediately preceding clause, each Holder shall reimburse, as incurred, the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Issuer Indemnified Person as promptly as practicable upon demand Party for any legal or other expenses reasonably incurred by such Stockholder Issuer Indemnified Person Party in connection with investigating, investigating or defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim or damage action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to any Issuer or any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale, pursuant to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company by or on behalf Shelf Registration Statement, of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, Registrable Securities giving rise to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a "Proceeding") is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either Section 6(a) or Section 6(b), but failure such person (the "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Party") in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Party from any liability which it may have otherwise than on account of these indemnity provisionsto such Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least thirty (30) days' prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shallsuch Indemnified Party. (d) If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party under Section 6(a) or Section 6(b), without the prior written consent of the indemnifying partyor insufficient to hold such Indemnified Party harmless, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of any losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers, on the one hand, and by the Holders or the Initial Purchaser, on the other hand, from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers, on the one hand, and of the Holders or the Initial Purchaser, on the other hand, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities, claims or actions, as well as any indemnification is sought hereunderother relevant equitable considerations. The relative fault of the Issuers, on the one hand, and of the Holders or the Initial Purchaser, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Issuers or by the Holders or the Initial Purchaser and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Issuers, the Holders and the Initial Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6(d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities giving right to such contribution obligation and sold by such Holder were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or the Initial Purchaser or any person controlling any Holder or the Initial Purchaser, or any Issuer , or any officer or director of any Issuer or any person controlling any Issuer and (iii) the sale of any Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless the Stockholders each Holder and its directors, officers, employees, members, representatives and agents and each Personperson, if any, who controls the Stockholders any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Holder Indemnified PersonParty”) ), from and against any and all loss, liabilitydamage, expense, liability or claim and damage(including the reasonable cost of investigation) which such Holder Indemnified Party may incur under the Securities Act, Exchange Act, or any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement, or otherwise, as incurred, arising insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or in any Registration Statement (Prospectus, or any amendment thereof or supplement thereto), or arises out of or is based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein (in light of the circumstances under which they were made, not misleading or arising out case of any untrue statement Prospectus or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) thereto or Issuer Free Writing Prospectus (or in any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinpreliminary prospectus, in the light of the circumstances under which they were made, ) not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement that: (i) the Company shall not apply to be liable in any loss, liability, claim or damage such case to the extent arising that any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon of a material fact contained in, or omitted from, and in conformity with information furnished required to be used in any Shelf Registration Statement, related prospectus or any amendments or supplements thereto pursuant to the Company Securities Act furnished in writing by or on behalf of the Stockholders or any Person, if any, who controls applicable Holder Indemnified Party to the Stockholders Company expressly for use in any a Shelf Registration Statement (or Prospectus or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment thereof or supplement thereto; and (ii) with respect to any untrue statement or omission of material fact made in the Shelf Registration Statement, or in any Issuer Free Writing Prospectus, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of a Holder Indemnified Party if the untrue statement or omission of material fact was corrected in amendments or supplements to the Prospectus, as then amended or supplemented, if such corrected Prospectus (was timely made available by the Company pursuant to Section 3(g) hereof, and the Holder Indemnified Party was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to any such loss, damage, expense, liability or claim and such Holder Indemnified Party, notwithstanding such advice, used it. This indemnity agreement will be in addition to any amendment liability that the Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or supplement theretoclaim arising from an offer or sale, occurring during a Suspension Period, of Registrable Securities by a Notice Holder who has previously received notice from the Company of the commencement of the Suspension Period pursuant to Section 3(i). (b) The Stockholders agreeEach Holder, jointly severally and severallynot jointly, agrees to indemnify and hold harmless the CompanyCompany and its directors, officers, employees, members, representatives and agents and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunder.either

Indemnification; Contribution. (ai) The Company agrees to indemnify shall indemnify, defend and hold harmless the Stockholders each Holder, its Affiliates, officers, directors, partners, members, managers, employees, agents and representatives, and each Person, if any, Person who controls the Stockholders (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachAct) such Holder, a “Stockholder Indemnified Person”) to the fullest extent permitted by law, from and against any and all losslosses, liabilityclaims, claim damages, liabilities, judgments, costs (including reasonable attorneys’ fees) and damage, as incurred, expenses arising out of or based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (the registration statement or any amendment thereto)prospectus included therein, or in any amendment or supplement thereto, or (B) the omission or alleged omission therefrom of to state in the registration statement or any prospectus a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage except to the extent arising out of any untrue that such statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Holder expressly for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)therein. (bii) The Stockholders agreeEach Holder, jointly severally and severallynot jointly, to indemnify shall indemnify, defend and hold harmless the Company, its Affiliates, officers, directors, employees, agents and representatives, and each person, if any, Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act), to the fullest extent permitted by law, from and against any and all losslosses, liabilityclaims, claim damages, liabilities, judgments, costs (including reasonable attorneys’ fees) and damage described in the indemnity contained in subsection (a) expenses arising out of this Section 6, as incurred, but only with respect to or based upon any untrue statements or omissions, statement or alleged untrue statements statement or omissionsomission or alleged omission to state a material fact in the registration statement or prospectus, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) , if and to the extent, but only to the extent, such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders such Holder expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)therein. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunder.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to to, indemnify and hold harmless the Stockholders each Participating Investor and each Personits partners, members, officers, directors, employees and controlling Persons, if any, who controls the Stockholders within the meaning and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachCommon Shares, a “Stockholder Indemnified Person”) against any and all losslosses, liabilityclaims, claim and damagedamages or liabilities to which each such indemnified party may become subject, insofar as incurredsuch losses, arising claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, “Claims”), arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto), or the any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or arising any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein. (b) Each Participating Investor shall, and hereby agrees to (1) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims arise out of or are based upon an untrue statement or alleged untrue statement of a material fact included contained in such registration statement, or any preliminary or final prospectus or any Prospectus (contained therein, or any amendment or supplement thereto) or Issuer Free Writing Prospectus (, or any amendment or supplement thereto)document incorporated by reference therein, or the arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage each case only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Participating Investor expressly for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Companytherein, and each person, if any, who controls (2) reimburse the Company within the meaning of either Section 15 of the Securities Act for any legal or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to other out-of-pocket expenses reasonably incurred by the Company by in connection with investigating or on behalf of the Stockholders for use in the Registration Statement (or defending any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)Claim. (c) Each Promptly after receipt by an indemnified party shall give under Section 4.7(a) or Section 4.7(b) of written notice as promptly as reasonably practicable to each indemnifying party of the commencement of any action or proceeding commenced against it in respect of for which indemnity indemnification under Section 4.7(a) or Section 4.7(b) may be sought hereunderrequested, such indemnified party shall notify the indemnifying party in writing of the commencement of such action or proceeding, but failure the omission so to so notify an the indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account to any indemnified party in respect of these indemnity provisionssuch action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wishdetermine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case expenses subsequently incurred by such indemnified party, party in connection with the defense thereofthereof other than reasonable costs of investigation. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified partiesparty, settle or compromise or consent to the entry of any judgment or enter into any settlement agreement with respect to any litigation, or any investigation action or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 4.7(a) or Section 4.7(b) (whether or not the indemnified parties are party is an actual or potential parties party thereto), unless such settlementcompromise, compromise consent or consent (i) settlement includes an unconditional release of each the indemnified party from all liability arising out in respect of such litigation, investigation, proceeding claim or claim litigation and (ii) does not include a statement as subject the indemnified party to any material injunctive relief or other material equitable remedy. (d) Each Participating Investor and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 4.7(a) or 4.7(b) hereof are unavailable to or are insufficient to hold harmless an admission of fault, culpability or a failure to act by or on behalf indemnified party in respect of any indemnified party. No Claims referred to therein (other than as a result of the provisos thereto), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party shall, without as a result of such Claims in such proportion as is appropriate to reflect the prior written consent relative fault of and benefits derived by the indemnifying party, effect on the one hand, and the indemnified party, on the other hand, as well as other equitable considerations. The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 4.7(c) hereof) any settlement of legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any commenced or threatened litigation, investigationsuch action, proceeding or claim in respect claim. No Person guilty of which fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnification is sought hereunderPerson who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless the Stockholders each holder and each Person, "person," if any, who that controls the Stockholders such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachfor, a “Stockholder Indemnified Person”) from and against any and all loss, liability, claim claim, damage and damageexpense (including attorneys' fees) to the extent resulting from any untrue statement or alleged untrue statement of a material fact contained in any registration statement pursuant to which Registrable Securities were registered under the Securities Act (or any amendment thereto), as incurredincluding all documents incorporated therein by reference, or from the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statement therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person except insofar as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement misstatement or omission or alleged untrue statement misstatement or omission is made therein in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such holder in writing expressly for use in any Registration Statement a registration statement (or any amendment thereto), ) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement theretorelating to the Registrable Securities. As used in this Section 5.6(a), the term "holder" shall include its officers, directors and agents. (b) The Stockholders agree, jointly and severally, Each holder agrees to indemnify and hold harmless the Company, its directors and officers and each "person, ," if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of to the Exchange Act against any and all loss, liability, claim and damage described in same extent as the foregoing indemnity contained in subsection (a) of this Section 6, as incurredfrom the Company to such holder, but only with respect to untrue statements information furnished in writing by such holder or omissions, or alleged untrue statements or omissions, made on such holder's behalf expressly for use in any Registration Statement registration statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished relating to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (Registrable Securities, or any amendment or supplement thereto); provided that the obligations or any holder to indemnify the Company and the other persons referred to above shall be limited to the proceeds received by such holder from the sale of such Registrable Securities pursuant to such registration statement. (c) Each If any action or proceeding (including any governmental investigation) shall be brought or asserted against any person entitled to indemnification hereunder, the indemnified party shall give prompt written notice as promptly as reasonably practicable to each the indemnifying party, and the indemnifying party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party, and shall assume the payment of all expenses in connection with such defense. The indemnified party or any controlling person of such indemnified party 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 party or such controlling person unless (i) the indemnifying party shall have agreed to pay such fees and expenses; or (ii) the indemnifying party shall have failed to assume the defense for such action 16 or proceeding and to employ counsel reasonably satisfactory to the indemnified party in any such action or proceeding; or (iii) the named parties to any such action or proceeding commenced against (including any impleaded parties) include both the indemnified party or such controlling person and the indemnifying party, and such indemnified party or such controlling person shall have been advised by counsel that counsel employed by the indemnifying party would, under applicable professional standards, have a conflict in representing both the indemnifying party and the indemnified party or such controlling person, in which case, if such indemnified person or such controlling person notifies the indemnifying party in writing that it in respect elects to employ separate counsel at the expense of which indemnity may be sought hereunderthe indemnifying party, but failure to so notify an the indemnifying party shall not have the right to assume the defense of such action or proceeding of separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, and shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified party and such controlling persons, which firm shall be designated, if the holders (or their controlling persons) are the indemnified parties, in writing by the holders of a majority of the outstanding Registrable Securities owned by holders who are then entitled to such indemnity in connection with such action or proceeding and if the Company is the indemnified party, by the Company. No party shall be liable for any settlement of any such action or proceeding effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent, or if there is a final judgment for the plaintiff in any such action or proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified party and such controlling person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. (i) If the indemnification provided for in this Section 5.6 is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnified party and the indemnifying 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 such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.6(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party 17 as a result of the losses, claims, damages, expenses, liabilities, or judgements referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.6(d), no holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such selling holder were offered to the public pursuant to such registration statement exceeds the amount of any damages which such selling holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person found guilty by a court of competent jurisdiction of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty by a court of competent jurisdiction of such fraudulent misrepresentation. (e) Neither the Company nor the holders shall have any obligation under this Agreement (other than as set forth in this Section 5.6) to provide the other with indemnification or contribution in respect of any losses, claims, damages, liabilities or expenses referred to in this Section 5.6; provided, however, that the provisions of this Section 5.6 shall not relieve such an indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any to an indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment than with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever the matters referred to in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunder5.6.

Indemnification; Contribution. (a) The Company In the event any Registrable Shares are included in a Shelf Registration Statement contemplated by this Agreement, Parent shall, and it hereby agrees to to, indemnify and hold harmless the Stockholders harmless, or cause to be indemnified and each Personheld harmless, Investor and its officers, directors, managers, partners, employees, agents, representatives, trustees and controlling Persons, if any, who controls the Stockholders within the meaning of either Section 15 in any offering or sale of the Securities Act or Section 20 of the Exchange Act (eachRegistrable Shares, a “Stockholder Indemnified Person”) against any losses, claims, damages or liabilities in respect thereof and all lossexpenses (including reasonable fees and expenses of counsel) or Actions in respect thereof (collectively, liability“Claims”), claim and damageto which each such indemnified party may become subject, insofar as incurred, arising such Claims (including any amounts paid in settlement effected with the consent of Parent as provided herein) arise out of any untrue statement or alleged are based upon an untrue statement of a material fact contained in any Shelf Registration Statement (Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto), or the any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement Parent shall not apply be liable to Investor (or its officers, directors, managers, partners, employees, agents, representatives, trustees and controlling Persons, if any) in any loss, liability, claim or damage such case to the extent arising that any such Claims arise out of any or are based upon an untrue statement or omission made in such Shelf Registration Statement, or alleged preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Investor Information furnished to Parent in writing by Investor or on behalf of Investor by any Representative of Investor, expressly for use therein, that is the subject of the untrue statement or omission. 115787666v1 (b) In the event any Registrable Shares are included in a Shelf Registration Statement contemplated by this Agreement, Investor shall, and hereby agrees to indemnify and hold harmless Parent and its officers, directors, managers, employees, agents, representatives and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or Actions in respect thereof, arise out of or are based upon an untrue statement of a material fact contained in any Shelf Registration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or omission was made in reliance upon and in conformity with information the Required Investor Information furnished to Parent in writing by Investor or its Representative expressly for use therein that is the Company by or on behalf subject of the Stockholders untrue statement or any Personomission; provided, if anyhowever, who controls that the Stockholders for use in any liability of Investor hereunder shall be limited to an amount equal to the dollar amount of the net proceeds actually received by Investor from the sale of Registrable Shares sold by Investor pursuant to such Shelf Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)related prospectus. (c) Each Investor and Parent agree that if, for any reason, the indemnification provisions contemplated by Section 2.7(a) or Section 2.7(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims 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 hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall give notice as promptly as reasonably practicable be determined by reference to, among other things, whether the untrue statement of a material fact or omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 2.7(c) is not permitted by applicable Law, then each indemnifying party of any action shall contribute to the amount paid or proceeding commenced against it payable by such indemnified party in respect of which indemnity may be sought hereundersuch proportion as is appropriate to reflect not only such relative faults, but failure to so notify an also the relative benefits of the indemnifying party shall and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not relieve such indemnifying be just and equitable if contributions pursuant to this Section 2.7(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 2.7(c). The amount paid or payable by an indemnified party from any liability hereunder to the extent it is not prejudiced as a result thereof and of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 2.8) any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case legal or other out-of-pocket fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action shall be brought against any indemnified party and it shall notify an indemnifying party Action. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the commencement thereof, such indemnifying party Securities Act) shall be entitled to participate therein andcontribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party Investor shall not be liable to such indemnified party under this Section 6 for contribute any legal expenses of other counsel or any other expenses, amount in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent excess of the indemnified parties, settle or compromise or consent dollar amount equal to the entry sum of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release the net proceeds received by Investor from the sale of each indemnified party from all liability arising out of Registrable Shares sold by Investor pursuant to such litigationShelf 115787666v1 Registration Statement or related prospectus, investigation, proceeding or claim and minus (ii) does not include a statement as any amounts paid or payable by Investor pursuant to Section 2.7(b) (except in the case of fraud or an admission of fault, culpability or a failure to act willful misconduct by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderInvestor).

Indemnification; Contribution. (a) The If any Registrable ----------------------------- Securities are included in a registration statement under this Agreement: 7.1. To the extent permitted by applicable law, the Company agrees to shall indemnify and hold harmless the Stockholders and each Selling Holder, each Person, if any, who controls the Stockholders such Selling Holder within the meaning of either the Securities Act, and each officer, director, partner, employee, agent, representative and attorney of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or several), including reasonable attorneys' fees and disbursements and reasonable expenses of investigation, incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto; (ii) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; provided, however, that the indemnification required by this Section 7.1 shall -------- ------- ----------- not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises solely out of or is solely based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; provided, further, that the indemnity -------- ------- agreement contained in this Section 7 shall not apply to any underwriter to the --------- extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”Act) against any and all loss, liability, claim and damage, to the same extent as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), or provided above with respect to the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light indemnification of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to Selling Holders. 7.2. To the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company permitted by or on behalf of the Stockholders or any Personapplicable law, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to each Selling Holder shall indemnify and hold harmless the Company, and each personof its directors, each of its officers who shall have signed the registration statement, each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 Act, any other Selling Holder, any controlling Person of the Exchange Act any such other Selling Holder and each officer, director, partner, employee, agent, representative and attorney of such other Selling Holder and such controlling Person, against any and all losslosses, liabilityclaims, claim damages, liabilities and damage described in the indemnity contained in subsection expenses (a) joint and several), including reasonable attorneys' fees and disbursements and reasonable expenses of this Section 6investigation, as incurredincurred by such Person pursuant to any actual or threatened action, but only with respect to untrue statements suit, proceeding or omissionsinvestigation, or alleged untrue statements to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or omissionsother federal or state laws, made insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in any Registration Statement each case to the extent (or any amendment theretoand only to the extent) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Stockholders such Selling Holder expressly for use in connection with such registration; provided, -------- however, that (x) the Registration Statement indemnification required by this Section 7.2 shall not ------- ----------- apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, and (or y) in no event shall the amount of any amendment thereto) or indemnity under this Section 7.2 exceed the gross proceeds from the applicable offering received by ----------- such preliminary prospectus or Prospectus (or any amendment or supplement thereto)Selling Holder. (c) Each 7.3. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, suit, proceeding, --------- investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 7, such indemnified party shall give notice as promptly as reasonably practicable deliver to each --------- the indemnifying party a written notice of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an the commencement thereof and the indemnifying party shall not relieve such indemnifying party from any liability hereunder to have the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled right to participate therein in, and, to the extent that it shall wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereofthereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall -------- ------- have the right to retain its own counsel, with counsel reasonably satisfactory the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party (who shall not, except with by the consent of counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party, be party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party)party within a reasonable time following the commencement of any such action, andif prejudicial to its ability to defend such action, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, shall relieve such indemnifying party shall not be liable of any liability to such the indemnified party under this Section 6 for ------- 7 but shall not relieve the indemnifying party of any legal liability that it may have - to any indemnified party otherwise than pursuant to this Section 7. Any fees --------- and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of other such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any other expensessuch action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in each case subsequently incurred addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the defense thereofsame jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). No indemnifying party shall, without the prior written consent of the shall be liable to an indemnified parties, settle or compromise or consent to the entry party for any settlement of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigationaction, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim which consent shall not be unreasonably withheld. 7.4. If the indemnification required by this Section 7 from --------- the indemnifying party is unavailable to an indemnified party hereunder in respect of which any indemnification is sought hereunder.losses, claims, damages, liabilities or expenses referred to in this Section 7: ---------

Indemnification; Contribution. (a) The Company agrees HTCC shall indemnify, to indemnify the fullest extent permitted by applicable law, each Shareholder and hold harmless the Stockholders its delegee, officers, directors, employees, agents, and each Person, if any, any Person who controls the Stockholders such a party within the meaning of either Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or Section 20 common law or otherwise), joint or several, resulting from any violation by HTCC of the Exchange Act (eachprovisions of the Securities Act, a “Stockholder Indemnified Person”) against any and all loss, liability, claim and damage, as incurred, arising out of or any untrue statement or alleged untrue statement of a material fact contained in (i) any Registration Statement registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any amendment thereto)preliminary prospectus; or (ii) any application or other documentation or communication executed by or on behalf of HTCC or based upon written information furnished by or on behalf of HTCC filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, or the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement, or alleged untrue statement contained in or by any omission or alleged omission from information concerning a Shareholder furnished in writing to HTCC by such Shareholder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Agreement is made through underwriters, no action or failure to act on the part of such underwriters (whether or not misleading such underwriter is an affiliate of any Shareholder) shall affect the obligations of HTCC to indemnify Shareholders or arising out any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Agreement is made through underwriters, HTCC agrees to enter into an underwriting agreement in customary form with such underwriters and HTCC agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that HTCC shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in which any Shareholder, to the extent it is a holder of Registrable Securities, is participating, each Shareholder, severally and not jointly with each other holder of Registrable Securities who is participating in such registration statement, shall indemnify, to the fullest extent permitted by applicable law, HTCC, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls HTCC or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact included required to be stated in any the registration statement or prospectus or preliminary prospectus or any Prospectus (or any amendment thereof or supplement thereto) thereto or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereintherein (in the case of any prospectus, in the light of the circumstances under which they were made, ) not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage but only to the extent arising out that such untrue statement is contained in or such omission is from information so concerning a Shareholder furnished in writing by such Shareholder expressly for use therein; provided that such Shareholder’s obligations hereunder shall be limited to an amount equal to the net proceeds to Shareholder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Agreement shall (i) give prompt notice to the indemnifying party of any untrue statement or omission or alleged untrue statement or omission made claim with respect to which it seeks indemnification and (ii) unless in reliance upon such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in conformity respect of such claim, permit such indemnifying party to assume the defense of such claim, with information furnished counsel reasonably satisfactory to the Company indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Agreement shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel (in addition to any required local counsel) for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, each Shareholder shall not be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Paragraph 7(b) was available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Paragraph 7(d) shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Paragraph 7 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Paragraph 7 shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholders any Shareholder or its agents or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Companysuch holder as aforesaid, and each person, if any, who controls shall survive the Company within the meaning of either Section 15 transfer of the Securities Act or Section 20 of Common Stock by Shareholders and the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) termination of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 Agreement for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderreason.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless the Stockholders each Holder and each Person, if any, person who controls the Stockholders any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Holder Indemnified PersonParty”) ), from and against any and all loss, liability, claim and damage, expense, liability or claim (including the reasonable cost of investigation) which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, arising damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement (or Prospectus or in any amendment thereto)or supplement thereto or in any preliminary prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading or arising arises out of or is based upon any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state a material fact necessary in order to make the statements thereinmade in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person except insofar as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claimdamage, damageexpense, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon of a material fact contained in, or omitted from, and in conformity with information furnished to the Company in writing by or on behalf of any Holder to the Stockholders or any Person, if any, who controls the Stockholders Company expressly for use therein, provided that the foregoing indemnity shall not apply to any sales of Registrable Securities by a Holder if, in any Registration Statement (connection with such sale, such Holder fails to comply with the Prospectus delivery requirements under the Securities Act or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)initiates such sale during a Suspension Period. (b) The Stockholders agreeEach Holder, jointly severally and severallynot jointly, agrees to indemnify indemnify, defend and hold harmless the Company, its directors and each person, if any, officers and any person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any and all loss, liabilitydamage, expense, liability or claim and damage described in (including the indemnity contained in subsection (areasonable cost of investigation) which such Company Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of this Section 6, as incurred, but only with respect to or is based upon any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of such Holder to the Stockholders Company expressly for use in the any Shelf Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or in any amendment or supplement thereto)thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a “Proceeding”) is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either subsection (a) or (b) of this Section 6, but failure such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party unless, and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, only to the extent that it that, the Indemnifying Party is materially prejudiced thereby. Such Indemnified Party shall wishhave the right to employ its own counsel in any such case, jointly with any other indemnifying party similarly notified, to assume but the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal fees and expenses of other such counsel or any other expenses, shall be at the expense of such Indemnified Party unless the employment of such counsel shall have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 90 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of such Indemnified Party. (d) If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party under subsections (a) and (b) of this Section 6 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holders on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Holders on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any indemnified party. No indemnified party shallHolder or any person controlling any Holder, without or the prior written consent of Company, or the indemnifying party, effect Company’s officers or directors or any settlement person controlling the Company and (iii) the sale of any commenced or threatened litigation, investigation, proceeding or claim in respect of which Registrable Security by any indemnification is sought hereunderHolder.

Indemnification; Contribution. (a) The Company agrees to To the extent permitted by law, Hybridon shall indemnify and hold harmless the Stockholders each Holder and each Person, if any, who controls the Stockholders person controlling such Holder within the meaning of either Section 15 of the Securities Act Act, with respect to which any registration, qualification or Section 20 compliance has been effected pursuant to this Article II, against all claims, losses, damages and liabilities (or action in respect thereof), including any of the Exchange Act foregoing incurred in settlement of any litigation, commenced or threatened (each, a “Stockholder Indemnified Person”subject to Subsection 7(c) against any and all loss, liability, claim and damage, as incurredbelow), arising out of or based on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement (registration statement, prospectus or offering circular, or any amendment thereto)or supplement thereof, incident to any such registration, qualification or compliance, or the based on any omission (or alleged omission therefrom of omission) to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under in which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to shall reimburse any Stockholder Indemnified Person as promptly as practicable upon demand each Holder and each person controlling such Holder for any legal or and other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, investigating or defending or paying any such claim, loss, claim, damage, liability or actionaction as incurred; provided, however, provided that this indemnity agreement Hybridon shall not apply to be liable in any loss, liability, claim or damage such case to the extent arising out of that any untrue statement or omission or alleged untrue statement or omission allegation thereof is made in reliance upon and in conformity with information furnished to the Company Hybridon by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Holder and stated to be specifically for use in preparation of such registration statement, prospectus or offering circular; provided, further, that Hybridon shall not be liable in any Registration Statement such case where the claim, loss, damage or liability arises out of or is related to the failure of the Holder to comply with the covenants and agreements contained in this Article II respecting sales of Registrable Securities, and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the amended prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act or in the prospectus subject to completion and term sheet under Rule 434 of the Securities Act, which together meet the requirements of Section 10(a) of the Securities Act (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any such Holder or any such controlling person, if a copy of the Final Prospectus furnished by Hybridon to the Holder for delivery was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act and the Final Prospectus would have cured the defect giving rise to such loss, liability, claim or damage. (b) Each Holder will severally, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify Hybridon, each of its directors and officers and each other person who controls Hybridon within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or any amendment theretoactions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to Subsection 7(c) below), arising out of or based on any preliminary untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or Prospectus (offering circular, or any amendment or supplement thereto) thereof, incident to any such registration, qualification or compliance, or based on any Issuer Free Writing Prospectus omission (or any amendment alleged omission) to state therein a material fact required to be stated therein or supplement thereto). (b) The Stockholders agreenecessary to make the statements therein not misleading, jointly and severally, to indemnify and hold harmless in light of the Companycircumstances in which they were made, and will reimburse Hybridon, such directors and officers and each personother person controlling Hybridon for reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liabilitydamage, claim and damage described in the indemnity contained in subsection (a) of this Section 6, liability or action as incurred, in each case to the extent, but only with respect to the extent, that such untrue statements statement or omissions, omission or alleged untrue statements or omissions, allegation thereof is made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company Hybridon by or on behalf of the Stockholders Holder and stated to be specifically for use in the Registration Statement (or any amendment thereto) or preparation of such preliminary registration statement, prospectus or Prospectus (offering circular; provided that the indemnity shall not apply to the extent that such claim, loss, damage or liability results from the fact that a current copy of the prospectus was not made available to the Holder and such current copy of the prospectus would have cured the defect giving rise to such loss, claim, damage or liability. Notwithstanding the foregoing, in no event shall a Holder be liable for any amendment such claims, losses, damages or supplement thereto)liabilities in excess of the proceeds received by such Holder in the offering, except in the event of fraud by such Holder. (c) Each indemnified party entitled to indemnification under this Section 7 of this Article II (the "Indemnified Party") shall give notice as to the party required to provide indemnification (the "Indemnifying Party") promptly as reasonably practicable to each indemnifying party after such Indemnified Party has actual knowledge of any action or proceeding commenced against it in respect of claim as to which indemnity may be sought hereundersought, but failure to so notify an indemnifying party and shall not relieve such indemnifying party from any liability hereunder to permit the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, Indemnifying Party to assume the defense thereofof any such claim or any litigation resulting therefrom, with provided that counsel reasonably satisfactory to such indemnified party (for the Indemnifying Party, who shall notconduct the defense of such claim or litigation, except with shall be approved by the consent Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the indemnified partyIndemnifying Party of its obligations under this Agreement, be counsel unless such failure is materially prejudicial to the indemnifying party), and, after notice from the indemnifying party to Indemnifying Party in defending such indemnified party of its election so to assume the defense thereof, such indemnifying party claim or litigation. An Indemnifying Party shall not be liable to such indemnified party under for any settlement of an action or claim effected without its written consent (which consent will not be unreasonably withheld). (d) If the indemnification provided for in this Section 6 for 7 of this Article II is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any legal expenses of other counsel loss, liability, claim, damage or any other expensesexpense referred to therein, then the Indemnifying Party, in each case subsequently incurred lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such indemnified partyIndemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the defense thereofstatements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. No indemnifying party shall, without the prior written consent The relative fault of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim Indemnifying Party and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying partyIndemnified Party shall be determined by reference to, effect any settlement among other things, whether the untrue or alleged untrue statement of any commenced a material fact or threatened litigationthe omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, investigationknowledge, proceeding access to information and opportunity to correct or claim in respect of which any indemnification is sought hereunderprevent such statement or omission.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Selling Member, each Person, if any, who controls such Selling Member within the Stockholders meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, agents, general and limited partners, members (for Selling Members that are limited liability companies) and employees of each Selling Member and each such controlling Person from and against any and all losses, claims, damages, liabilities (joint or several), and expenses (including reasonable costs of investigation and attorneys' fees) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Units or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon and in conformity with, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Member or on such Selling Member's behalf expressly for use therein. The Company also agrees to indemnify any underwriters of the Registrable Units, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Members provided in this Section 12.6(a). (b) Each Selling Member agrees to indemnify and hold harmless each other Selling Member, the Company, and each Person, if any, who controls the Stockholders Company or such Selling Member within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the officers, directors, agents, general and limited partners, members (eachfor Selling Members that are limited liability companies) and employees of each other Selling Member, a “Stockholder Indemnified Person”) against any the Company and all loss, liability, claim and damage, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified each such controlling Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the same extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to as the foregoing indemnity from the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurredsuch Selling Member, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company in writing by such Selling Member or on such Selling Member's behalf of the Stockholders expressly for use in any registration statement or prospectus relating to the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party Registrable Units. The liability of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party Selling Member under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred 12.6(b) shall be limited to the aggregate cash and property received by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent Selling Member pursuant to the entry sale of any judgment with respect to any litigation, or any investigation or proceeding Registrable Units covered by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a registration statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunder.or

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless the Stockholders and each Initial Purchaser, each Notice Holder, each person (a “Controlling Person”), if any, who controls the Stockholders any Initial Purchaser or Notice Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, the Notice Holders or any Controlling Person (each, an “Indemnified Party”), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that the Company shall not be required to provide any indemnify pursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company expressly for use in, any Shelf Registration Statement or any Prospectus; provided further that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Notice Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased the Registrable Securities concerned, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such Notice Holder under the Securities Act in connection with such purchase and any such loss, damage, expense, liability, claim or action of such Notice Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus, provided the Company had previously furnished (whether physically or by public access through the SEC’s Electronic Data Gathering And Retrieval (▇▇▇▇▇) system) sufficient copies of such final prospectus to such Holder in a timely manner as to reasonably permit such Holder to send or give a copy of such final prospectus to such person at or prior to the written confirmation of such sale; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, its directors, officers, employees and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Company Indemnified PersonParty”) from and against any and all loss, damage, expense, liability, claim and or any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, as incurredexpense, arising liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such Holder to the Company expressly for use in, any Shelf Registration Statement (or any amendment thereto)Prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact in connection with such Holder Information required to be stated therein in any Shelf Registration Statement or Prospectus or necessary in order to make such Holder Information not misleading; and, subject to the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, limitation set forth in the light of immediately preceding clause, each Holder shall reimburse, as incurred, the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand Company for any legal or other expenses reasonably incurred by the Company or any such Stockholder Indemnified Person controlling person in connection with investigating, investigating or defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any lossexpense, liability, claim or damage action in respect thereof. This indemnity agreement will be in addition to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished liability which such Holder may otherwise have to the Company by or on behalf any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the Stockholders or any Personproceeds received by such Holder upon the sale, if anypursuant to the Shelf Registration Statement, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Registrable Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect giving rise to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a “Proceeding”) is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either Section 6(a) or Section 6(b), but failure such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Party from any liability which it may have otherwise than on account of these indemnity provisionsto such Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least thirty (30) days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shallsuch Indemnified Party. (d) If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party under Section 6(a) or Section 6(b), without the prior written consent of the indemnifying partyor insufficient to hold such Indemnified Party harmless, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of any losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by the Holders or the Initial Purchasers, on the other hand, from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities, claims or actions, as well as any indemnification is sought hereunderother relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Holders or the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6(d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities giving rise to such contribution obligation and sold by such Holder were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or the Initial Purchasers or any person controlling any Holder or Initial Purchaser, or the Company, or the Company’s officers or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees In connection with any registration of the Subject Shares pursuant to this Agreement, AerCap shall indemnify Subscriber and hold harmless the Stockholders its affiliates and each Personof their respective officers, if anydirectors, who controls the Stockholders within the meaning of either Section 15 members, partners, stockholders, employees and agents against all expenses (including legal fees and expenses), claims, losses, damages or liabilities (or actions in respect thereof), including any of the Securities Act foregoing incurred in settlement of any litigation, commenced or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”) against any and all loss, liability, claim and damage, as incurredthreatened, arising out of or based on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement (registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto), incident to any registration, qualification or compliance, or the based on any omission (or alleged omission therefrom of omission) to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation (or alleged violation) by AerCap of the Securities Act, the Exchange Act or any other United States federal or state securities law or any rule or regulation promulgated thereunder applicable to AerCap in connection with any such registration, qualification or compliance, and agrees to AerCap will reimburse any Stockholder Indemnified Person as promptly as practicable upon demand Subscriber and its affiliates and each of their respective officers, directors, members, partners, stockholders, employees and agents for any legal or and any other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, preparing or defending or paying any such claim, loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agreeIf the indemnification provided for in this Section 9 is unavailable to an indemnified party hereunder in respect of any expenses, jointly claims, losses, damages or liabilities referred to therein, then AerCap shall contribute to the amount paid or payable by such indemnified party as a result of such expenses, claims, losses, damages or liabilities in such proportion as is appropriate (i) to reflect the relative benefits received (or anticipated to be received) by Austin, on the one hand, and severallyreceived by Subscriber, on the other hand, from the transactions contemplated by the Amalgamation Agreement and this Agreement and (ii), if the allocation provided by clause (i) above is unavailable for any reason, to indemnify reflect not only the relative benefits, but also the relative fault of AerCap and hold harmless the Companyindemnified party in connection with the actions or omissions which resulted in such expenses, claims, losses, damages or liabilities as well as any other relevant equitable considerations. Benefits received (or anticipated to be received) by AerCap shall be deemed to be equal to the Transaction Value (as defined in the Engagement Letter) and the aggregate value of the Subject Shares sold to Subscriber under this Agreement, and each personbenefits received by Subscriber shall be deemed to be equal to the Transaction Fee paid to Subscriber. The relative fault of AerCap and the indemnified party shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action or omission. The parties hereto agree that it would not be just and equitable if any, who controls the Company within the meaning contribution were determined by pro rata allocation or by any other method of either Section 15 allocation that does not take account of the Securities Act or equitable considerations referred to above in this Section 20 9(b). Notwithstanding anything to the contrary, in no event shall any indemnified party be responsible under this paragraph for any amounts in excess of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company Transaction Fee actually received by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)Subscriber. (c) Each indemnified party The indemnification provided by this Section 9 shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to survive the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party resale by Subscriber of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunderSubject Shares.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless the Stockholders each Notice Holder and each Person, if any, person who controls the Stockholders any Notice Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder "Holder Indemnified Person”) Party"), from and against any and all loss, liability, claim and damage, expense, liability or claim (including the reasonable cost of investigation) which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as incurredsuch loss, arising damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement (or Prospectus or in any amendment thereto)or supplement thereto or in any preliminary prospectus, or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading or arising arises out of or is based upon any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state a material fact necessary in order to make the statements thereinmade in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person except insofar as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claimdamage, damageexpense, liability or action; providedclaim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, howeveror omitted from, and in conformity with information furnished in writing by or on behalf of any Notice Holder or any person, if any, who controls a Notice Holder to the Company expressly for use therein and except that this indemnity agreement shall not apply to any loss, liabilitydamage, expense, liability or claim (1) arising from an offer or damage sale by a Notice Holder of Registrable Securities occurring during a Suspension Period, if the indemnified party is a Notice Holder that received from the Company a Deferral Notice prior to the extent arising out making of any such offer or sale or (2) the Notice Holder fails to deliver at or prior to written confirmation of sale, the most recent Prospectus, as amended or supplemented, and such Prospectus, as amended or supplemented, would have corrected such untrue statement or omission or alleged untrue statement or omission made of a material fact and the Company had previously provided to such Notice Holder such most recent Prospectus, as amended or supplemented, in reliance upon a timely manner and in conformity with information furnished requisite quantities so as to timely permit such delivery by the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)Notice Holder. (b) The Stockholders agreeEach Notice Holder, jointly severally and severallynot jointly, agrees to indemnify indemnify, defend and hold harmless the Company, its directors and each person, if any, officers and any person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Party") from and against any and all loss, liabilitydamage, expense, liability or claim and damage described in (including the indemnity contained in subsection (areasonable cost of investigation) which such Company Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of this Section 6, as incurred, but only with respect to or is based upon any untrue statements or omissions, statement or alleged untrue statements or omissions, made statement of a material fact contained in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of such Notice Holder to the Stockholders Company expressly for use in the any Shelf Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or in any amendment or supplement thereto)thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a "Proceeding") is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either subsection (a) or (b) of this Section 6, but failure such person (the "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Party") in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party Indemnifying Party from any liability hereunder which it may have to such Indemnified Party to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisionsthis Agreement. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 60 days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act act, by or on behalf of such Indemnified Party. (d) If the indemnification provided for in this Section 6 is unavailable to an Indemnified Party under subsections (a) and (b) of this Section 6 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holders on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Holders on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any indemnified party. No indemnified party shallHolder or any person controlling any Holder, without or the prior written consent of Company, or the indemnifying party, effect Company's officers or directors or any settlement person controlling the Company and (iii) the sale of any commenced or threatened litigation, investigation, proceeding or claim in respect of which Registrable Security by any indemnification is sought hereunderHolder.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to Section 3.01, Section 3.02 or Section 3.03 hereof, the Company agrees to indemnify and hold harmless harmless, to the Stockholders fullest extent permitted by Law, Stockholder, its Affiliates, directors, officers and stockholders and each Person, if any, Person who controls the Stockholders Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachcollectively, a the “Stockholder Indemnified PersonPersons”) from and against any and all losslosses, liabilityclaims, claim damages, liabilities, judgments, actions and damage, as incurred, arising out of expenses (including reasonable attorneys’ fees) joint or several caused by any untrue statement or alleged untrue statement of a material fact contained in any part of any Registration Statement (or any amendment thereto)preliminary or final prospectus used in connection with the Registrable Securities or any Issuer FWP, or the any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, therein (in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement case of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and agrees ; provided that the Company will not be required to reimburse indemnify any Stockholder Indemnified Person as promptly as practicable upon demand for any legal losses, claims, damages, liabilities, judgments, actions or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying resulting from any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission or alleged if such untrue statement or omission was made in reliance upon on and in conformity with information with respect to any Indemnified Person furnished to the Company in writing by Stockholder expressly for use therein. (b) In connection with any Registration Statement, preliminary or on behalf of final prospectus, or Issuer FWP, Stockholder agrees to indemnify the Stockholders or any Company, its Directors, its officers who sign such Registration Statement and each Person, if any, who controls the Stockholders for use in any Registration Statement Company (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in Act) to the same extent as the foregoing indemnity contained in subsection (a) of this Section 6, as incurredfrom the Company to Stockholder, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in information with respect to any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information Indemnified Person furnished to the Company in writing by or on behalf of the Stockholders Stockholder expressly for use in the such Registration Statement (Statement, preliminary or any amendment thereto) final prospectus, or such preliminary prospectus or Prospectus (or any amendment or supplement thereto)Issuer FWP. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of In case any claim, action or proceeding commenced against it (including any governmental investigation) is instituted involving any Person in respect of which indemnity may be sought hereunderpursuant to Section 3.08(a) or (b), but such Person (hereinafter called the “indemnified party”) will (i) promptly notify the Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing; provided that the failure to so notify an indemnifying party give such notice shall not relieve the indemnifying party of its obligations pursuant to this Agreement except to the extent such indemnifying party from any liability hereunder to the extent it is not has been prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any material respect by such action shall be brought against any indemnified party and it shall notify an failure; (ii) permit the indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereofof such claim, action or proceeding with counsel reasonably satisfactory to the indemnified party to represent the indemnified party; and (iii) pay the fees and disbursements of such counsel related to such claim, action or proceeding. In any such claim, action or proceeding, any indemnified party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (who shall not, except with the consent of the without prejudice to such indemnified party’s indemnity and other rights under the Charter, be counsel to the indemnifying party)By-Laws and applicable Law, and, after notice from if any) unless (A) the indemnifying party to such and the indemnified party have mutually agreed to the retention of its election so such counsel, (B) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel, with a copy provided to the Company, that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them or (C) the indemnifying party has failed to assume the defense thereof, of such claim and employ counsel reasonably satisfactory to the indemnified party. It is understood that the indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified partywill not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the defense thereofsame jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel at any time for all such indemnified parties) and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (C) above reimbursement is sought and delivery of documentation of such fees and expenses. In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 3.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party will not have reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such reimbursement prior to the date of such settlement. No indemnifying party shallwill, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced pending or threatened litigation, investigation, proceeding or claim in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Section 3.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to in this Section 3.08, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, judgments, actions or expenses (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of the Company, on the one hand, and Stockholder, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, judgments, actions or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above will be deemed to include, subject to the limitations set forth in Section 3.08(c), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (e) The parties agree that it would not be just and equitable if contribution pursuant to Section 3.08(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 3.08(d). No Person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 3.08(e), Stockholder shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received by Stockholder with respect to the Registrable Securities exceed the greater of (A) the amount paid by Stockholder for its Registrable Securities and (B) the amount of any damages which Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Each Stockholder’s obligation to contribute pursuant to this Section 3.08 is several in proportion to the respective number of Registrable Securities held by such Stockholder hereunder and not joint. (f) For purposes of this Section 3.08, each controlling Person of a Stockholder shall have the same rights to contribution as such Stockholder, and each officer, Director and Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as the Company, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 3.08, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from who contribution may be sought from any obligation it or they may have under this Section 3.08 or otherwise except to the extent that it has been prejudiced in any material respect by such failure. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld. (g) If indemnification is sought hereunderavailable under this Section 3.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 3.08(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in Section 3.08(d) or (e).

Indemnification; Contribution. (a) The Company agrees Dealer Manager will indemnify, defend (subject to indemnify Section 7.6 of the Dealer Manager Agreement) and hold harmless the Stockholders Wholesaler, its affiliates and each Persontheir respective officers, if anydirectors, who controls shareholders, members, partners, other equity-holders and control persons (collectively, the Stockholders within “Other Indemnified Parties”), from and against any losses, claims (including the meaning reasonable costs of either Section 15 of investigation and legal fees), damages or liabilities (or actions in respect thereof), to which the Wholesaler, its affiliates or their respective Other Indemnified Parties may become subject under the Securities Act or Section 20 the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any inaccuracy in or breach of a representation or warranty contained herein by the Dealer Manager, any breach of a covenant or agreement contained herein of the Exchange Act Dealer Manager, or any failure by the Dealer Manager to comply with state or federal securities law applicable to the Offering; (each, a “Stockholder Indemnified Person”ii) against any and all loss, liability, claim and damage, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any (A) Registration Statement (or any post-effective amendment thereto or any Prospectus or any amendment theretoof or supplement to the Prospectus, (B) Authorized Sales Materials, or (C) blue sky application or other document executed by the Company or the Operating Partnership (or on behalf of the Company or the Operating Partnership) specifically for the purpose of qualifying any of or all the Offered Shares for sale under the securities laws of any jurisdiction or based upon written information furnished by the Dealer Manager under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”), but only to the extent based upon written information furnished by the Dealer Manager; or the (iii) any omission or alleged omission therefrom of the Dealer Manager to state a material fact required to be stated therein in any Registration Statement or any post-effective amendment thereof or in any Prospectus or any amendment thereof or supplement thereto or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; provided, however, that that the indemnity provided for in clauses (ii) and (iii) above strictly is limited in each case to the extent and only to the extent, that such untrue statement or arising alleged untrue statement or omission or alleged omission was made in any Registration Statement or any post-effective amendment thereof or in any Prospectus or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information relating to the Dealer Manager that was furnished to the Company by the Dealer Manager expressly for use in the preparation of any Registration Statement or any post-effective amendment thereof or any Prospectus or any amendment thereof or supplement thereto. The Dealer Manager will reimburse the Wholesaler and its Other Indemnified Parties for any legal or other expenses reasonably incurred by such Wholesaler, its affiliates and their respective Other Indemnified Parties in connection with investigating or defending such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager otherwise may have. (b) Each of the Company and the Operating Partnership, jointly and severally, will indemnify, defend (subject to Section 7.6 of the Dealer Manager Agreement) and hold harmless the Wholesaler, its affiliates and their respective Other Indemnified Parties, from and against from and against any losses, claims (including the reasonable costs of investigation and legal fees), damages or liabilities (or actions in respect thereof), to which the Wholesaler, its affiliates or any of their respective Other Indemnified Parties may become subject under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any inaccuracy in or breach of a representation or warranty contained herein by the Company or the Operating Partnership, any breach of a covenant or agreement contained herein of the Company or the Operating Partnership, or any failure by the Company or the Operating Partnership to comply with state or federal securities laws applicable to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus (A) Registration Statement or any post-effective amendment thereto or any Prospectus (or any amendment or supplement theretoto the Prospectus, (B) or Issuer Free Writing Prospectus (or any amendment or supplement thereto)Authorized Sales Materials, or (C) Blue Sky Application but only to the extent based on information provided by the Company or the Operating Partnership; or (iii) any omission or alleged omission therefrom to state a material fact required to be stated in any Registration Statement or any post-effective amendment thereof or in any Prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company or the Operating Partnership will not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage or liability (or action in respect thereof) arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged omission that was made in any Registration Statement or any post-effective amendment thereof or in any Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with written information relating to the Wholesaler or the Dealer Manager that was furnished by the Wholesaler or the Dealer Manager expressly for use in the preparation of the Registration Statement or any post-effective amendment thereof or the Prospectus or any amendment thereof or supplement thereto. The Company and the Operating Partnership will reimburse the Wholesaler, its affiliates and their respective Other Indemnified Parties for any legal or other expenses reasonably incurred by such Wholesaler and its Other Indemnified Parties in connection with investigating or defending such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Company or the Operating Partnership otherwise may have. (c) The Wholesaler will indemnify, defend and hold harmless the Dealer Manager, the Company, the Operating Partnership and their respective Other Indemnified Parties, from and against any losses, claims (including the reasonable costs of investigation and legal fees), damages or liabilities (or actions in respect thereof), to which the Dealer Manager, the Company, the Operating Partnership and any of their respective Other Indemnified Parties may become subject under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable costs of investigation and legal fees), damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any inaccuracy in or breach of a representation or warranty contained herein by the Wholesaler, any breach of a covenant or agreement contained herein of the Wholesaler, or any failure by the Wholesaler to comply with state or federal securities laws applicable to the Offering; (ii) any untrue statement or any alleged untrue statement of a material fact contained in any Registration Statement or any post-effective amendment thereof or any Prospectus or any amendment thereof or supplement thereto; or (iii) any omission or alleged omission to state a material fact required to be stated in any Registration Statement or any post-effective amendment thereof or any Prospectus or any amendment thereof or supplement thereto or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, however, that the indemnity provided for in clauses (ii) and agrees (iii) above strictly is limited in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Registration Statement or any post-effective amendment thereof or in any Prospectus or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information relating to the Wholesaler that was furnished to the Company by the Wholesaler expressly for use in the preparation of any Registration Statement or any post-effective amendment thereof or any Prospectus or any amendment thereof or supplement thereto. The Wholesaler will reimburse any Stockholder the Dealer Manager, the Company, the Operating Partnership and their respective Other Indemnified Person as promptly as practicable upon demand Parties for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, investigating or defending or paying any such loss, claim, damage, liability or action; provided, however, that this . This indemnity agreement shall not apply will be in addition to any loss, liability, claim or damage to liability which the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)Wholesaler may otherwise have. (bd) The Stockholders agree, jointly and severally, Any party which proposes to indemnify and hold harmless assert the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of right to be indemnified under this Section 69 will, as incurredpromptly after receipt of notice of commencement of any action, but only with suit or proceeding against such party in respect of which a claim of a third party (a “Third Party Claim”) is made or is to untrue statements or omissions, or alleged untrue statements or omissions, be made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto). (c) Each against an indemnified party shall give notice as promptly as reasonably practicable to under this Section 9, notify each indemnifying party of any action the commencement of such action, suit or proceeding commenced against it in respect proceeding, enclosing a copy of which indemnity may be sought hereunderall papers served, but and the failure so to so notify an indemnifying party shall not relieve such indemnifying party from of any liability hereunder to the extent it is not prejudiced as a result thereof and in any event such action, suit or proceeding shall not relieve it from any liability which it may have to any indemnified party under this Section 9 to the extent, and only to the extent, that such failure was prejudicial to the indemnifying party. In no event shall any such failure relieve an indemnifying party of any liability which it may have to an indemnified party otherwise than on account of these indemnity provisionsunder this Section 9. In case any such action action, suit or proceeding shall be brought against any indemnified party, and such indemnified party and it shall notify an the indemnifying party part of the commencement thereof, such the indemnifying party shall be entitled to participate therein therein, and, to the extent that if it shall wish, jointly with any other indemnifying party similarly notified, wish to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after . After notice from the indemnifying party to such the indemnified party of its the election of the indemnifying party so to assume the defense thereof, such the indemnifying party shall not be liable to such the indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case other than reasonable costs of investigation requested by the indemnifying party subsequently incurred by such the indemnified party, party in connection with the defense thereof. No The indemnified party shall have the right to employ its counsel in any such action, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment by counsel by such indemnified party has been authorized by the indemnifying party, (ii) the indemnified party shall have reasonable concluded that there may be a conflict of interest between the indemnifying party shalland the indemnified party in the conduct of the defense of such action (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying party shall not in fact have employed counsel to assume the defense of such action, suit or proceeding in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. If the indemnifying party shall so assume the defense of any Third Party Claim, then the indemnifying party shall keep the indemnified party reasonably apprised of the status thereof and shall furnish the indemnified party with such documents and information filed or delivered in connection with the Third Party Claim. Notwithstanding the foregoing, the indemnifying party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the indemnified partiesparty unless such judgment, settle or compromise or settlement (A) provides for the payment of money by the indemnifying party as sole relief for the claimant, (B) subject to the making of such payment, results in the full and general release of all indemnified parties from all losses, claims, damages, costs, expenses, liabilities (including any investigatory, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) arising from or relating to the Third Party Claim, and (C) does not require an indemnified party to admit criminal or similar liability or other culpable conduct. If the indemnifying party does not assume the defense of any Third Party Claim, the indemnified party may defend the Third Party Claim, but the indemnified party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, Third Party Claim without the prior written consent of the indemnifying party, effect any which consent shall not be unreasonably withheld, conditioned or delayed. (e) To the extent Section II.G. of the NASAA REIT Guidelines would apply to this Agreement and as required thereby, the indemnification and agreement to hold harmless provided in this Section 9 is further limited to the extent that no such indemnification by the Dealer Manager, the Company or the Operating Partnership of the Wholesaler, its affiliates and their respective Other Indemnified Parties, shall be permitted under this Agreement for, or arising out of, an alleged violation of federal or state securities laws, unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any commenced state securities regulatory authority in which the securities were offered or threatened litigationsold as to indemnification for violations of securities laws. (f) If the indemnification provided for in this Section 9 is unavailable or insufficient to hold harmless an indemnified party under Section 9(a), investigation9(b) or 9(c), proceeding 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 in respect thereof) referred to in Section 9(a), 9(b) or 9(c) (i) in such proportion as is appropriate to reflect the relative fault of a particular party, on the one hand, and the other parties hereto, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault 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 a particular party, on the one hand, and the other parties hereto, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in the first sentence of this Section 9(f) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim in respect which is the subject of which any indemnification is sought hereunder.this Section 9(f). No person guilty of fraudulent misrepresentation (within the meaning of

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify ------------------------------ and hold harmless the Stockholders each Person who participates as an underwriter (any such Person being an "Underwriter"), each Stockholder and their respective partners, ----------- directors, officers and employees and each Person, if any, who controls the Stockholders any Stockholder or any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Person”) against any and all losslosses, liabilityliabilities, claim claims, damages, judgments and damage, as incurred, reasonable expenses arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto)) pursuant to which Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall does not apply to any -------- ------- Stockholder or any Underwriter or their respective partners, directors, officers and employees and each Person, if any, who controls any Stockholder or any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act with respect to any loss, liability, claim claim, damage, judgment or damage expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission (A) made in reliance upon and in conformity with written information furnished to the Company by such Stockholder or on behalf of the Stockholders or any Person, if any, who controls the Stockholders such Underwriter expressly for use in any a Registration Statement (or any amendment thereto), ) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing (B) if such untrue statement or omission or alleged untrue statement or omission was corrected in an amended or supplemented Registration Statement or Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within had furnished copies thereof to the meaning selling Underwriter or the selling Stockholder prior to the relevant date of either Section 15 of sale by such Underwriter or such Stockholder to the Securities Act or Section 20 of the Exchange Act against any and all Person asserting such loss, liability, claim and damage described claim, damage, judgment or expense (provided, in the indemnity contained case of an Underwritten Offering, the -------- limitation in subsection this clause (aB) of this Section 6, as incurred, but only with respect shall not apply to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholders for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement theretoa Participating Stockholder). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of these indemnity provisions. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution is sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without the prior written consent of the indemnifying party, effect any settlement of any commenced or threatened litigation, investigation, proceeding or claim in respect of which any indemnification is sought hereunder.

Indemnification; Contribution. (a) The Company and each Guarantor agrees to indemnify indemnify, defend and hold harmless the Stockholders and each Initial Purchaser, each Notice Holder, each person (a “Controlling Person”), if any, who controls the Stockholders any Initial Purchaser or Notice Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of any Initial Purchaser, the Notice Holders or any Controlling Person (each, an “Indemnified Party”), from and against any loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading; provided, however, that the Company and the Guarantors shall not be required to provide any indemnification pursuant to this Section 6(a) in any such case insofar as any such loss, damage, expense, liability, claim or action arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company expressly for use in, any Shelf Registration Statement or any Prospectus; provided further, however, that this indemnity agreement will be in addition to any liability which the Company and the Guarantors may otherwise have to such Indemnified Party. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, and each Guarantor, its directors, officers, employees and any person who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Stockholder Company Indemnified PersonParty”) from and against any and all loss, damage, expense, liability, claim and or any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, as incurredexpense, arising liability, claim or action arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto)in, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse any Stockholder Indemnified Person as promptly as practicable upon demand for any legal or other expenses reasonably incurred by such Stockholder Indemnified Person in connection with investigating, defending or paying any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim or damage to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information (the “Holder Information”) furnished to the Company in writing by or on behalf of the Stockholders or any Person, if any, who controls the Stockholders for use in any Registration Statement (or any amendment thereto), or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). (b) The Stockholders agree, jointly and severally, to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim and damage described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any Registration Statement (or any amendment thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished such Holder to the Company by expressly for use in, any Shelf Registration Statement or on behalf Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such Holder Information required to be stated in any Shelf Registration Statement or Prospectus or necessary to make such Holder Information not misleading. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company and each Guarantor or any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the Stockholders for use in proceeds received by such Holder upon the sale, pursuant to the Shelf Registration Statement (or any amendment thereto) or Statement, of the Registrable Securities giving rise to such preliminary prospectus or Prospectus (or any amendment or supplement thereto)indemnification obligation. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of If any action action, suit or proceeding commenced (each, a “Proceeding”) is brought against it any person in respect of which indemnity may be sought hereunderpursuant to either Section 6(a) or Section 6(b), but failure such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; provided, however, that the omission to so notify an indemnifying party such Indemnifying Party shall not relieve such indemnifying party from any liability hereunder to the extent it is not prejudiced as a result thereof and in any event shall not relieve it Indemnifying Party from any liability which it may have otherwise than on account of these indemnity provisions. In case any to such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereofIndemnified Party, such indemnifying party shall be entitled to participate therein and, except to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party has been prejudiced in any material respect by such failure through the forfeiture of substantive rights or defenses. Such Indemnified Party shall have the right to employ its own counsel in any such indemnified party of its election so to assume case, but the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal fees and expenses of other such counsel or any other expenses, shall be at the expense of such Indemnified Party unless the employment of such counsel shall have been authorized in each case subsequently incurred writing by such indemnified party, Indemnifying Party in connection with the defense thereofof such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing all the Indemnified Parties). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, which consent shall not be unreasonably withheld or delayed, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partiesany Indemnified Party, settle or compromise or consent to the entry effect any settlement of any judgment with respect to any litigation, pending or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever threatened Proceeding in respect of which indemnification such Indemnified Party is or contribution is could have been a party and indemnity could have been sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto)hereunder by such Indemnified Party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of each indemnified party such Indemnified Party from all liability arising out on claims that are the subject matter of such litigation, investigation, proceeding or claim Proceeding and (ii) does not include a statement as to or an admission of fault, fault or culpability or a failure to act by or on behalf of any indemnified party. No indemnified party shall, without such Indemnified Party. (d) If the prior written consent of the indemnifying party, effect any settlement of any commenced indemnification provided for in this Section 6 is unavailable to an Indemnified Party under Section 6(a) or threatened litigation, investigation, proceeding Section 6(b) or claim insufficient to hold such Indemnified Party harmless in respect of any losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and by the Holders or the Initial Purchasers, on the other hand, from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities, claims or actions, as well as any indemnification is sought hereunderother relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or Guarantors or by the Holders or the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, and each Guarantor, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6(d) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities giving rise to such contribution obligation and sold by such Holder were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or the Initial Purchasers or any person controlling any Holder or Initial Purchaser, or the Company or the Guarantors, or the Company’s or any of the Guarantors’ officers or directors or any person controlling the Company or any Guarantor and (iii) the sale of any Registrable Security by any Holder.