Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, and such seller's partners, directors, officers, employees and any Person who controls such seller under the Securities Act (each, an "Indemnitee") from and against any and all losses, claims, damages, liabilities and 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 prepricing prospectus, registration statement or prospectus or in any amendment or supplement 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, except insofar as such losses, claims, damages, liabilities or expenses rise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating Holder expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise have. (d) If the indemnification provided for in this Section 9 is unavailable to an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an 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 Company and of the participating Holders in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 by such participating Holder on the other hand and the parties' relative intent, knowledge, access or information and opportunity to correct or prevent such statement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

Indemnification; Contribution. (a) The Company ITC Investments agrees to indemnify and hold harmless each seller of Shareholder holding Registrable Securities covered by a Registration Statement filed pursuant to this AgreementSecurities, and such seller's partnersthe Affiliates, directors, officers, employees employees, shareholders, managers and any agents of each such Shareholder and each Person who controls any such seller under Shareholder within the meaning of either the Securities Act (eachor the Exchange Act, an "Indemnitee") to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable costs of investigationor actions in respect thereof) arising arise out of or are based upon any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, a registration statement or prospectus as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, or in any amendment thereof or supplement thereto, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, in light of the circumstances under which they were made) not misleading, except insofar and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such lossesloss, claimsclaim, damagesdamage, liabilities liability or expenses rise action (whether or not the indemnified party is a party to any proceeding); provided, that ITC Investments will not be liable in any case to the extent that any such loss, claim, damage, liability or expense arises (i) out of or are is based upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the written information relating furnished to a participating Holder furnished in writing to the Company ITC Investments by or on behalf of any such Shareholder specifically for inclusion therein including any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a participating Holder expressly for use in connection therewithSuspension Period after notice is given pursuant to Section 3.3(c). The foregoing This indemnity agreement shall will be in addition to any liability which the Company ITC Investments may otherwise have. (b) If Each Shareholder severally (and not jointly) agrees to indemnify and hold harmless ITC Investments and each of its Affiliates, directors, employees, shareholders, managers and agents and each Person who controls ITC Investments within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon any violation of the Securities Act, Exchange Act or state securities laws, upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Shareholder Free Writing Prospectus, preliminary, final or summary prospectus included in any such registration statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to such Shareholder furnished to ITC Investments by or on behalf of such Shareholder specifically for inclusion therein; provided, that the total amount to be indemnified by such Shareholder pursuant to this Section 3.8(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions and other reimbursable expenses) received by such Shareholder in the offering to which such registration statement or prospectus relates. (c) Promptly after receipt by an indemnified party under this Section 3.8 of notice of the commencement of any action, suit such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 3.8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or proceeding (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be brought against an Indemnitee in respect of which indemnity may be sought against entitled to participate therein and, to the Companyextent that it shall wish, such Indemnitee shall promptly notify the Companyjointly with any other indemnifying party similarly notified, and the Company shall to assume the defense thereof, including with counsel reasonably satisfactory to such indemnified party (who shall not, except with the employment consent of the indemnified party, be counsel and payment to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of all fees and expensesits election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Indemnitee Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ separate its own counsel in any such action(and one local counsel), suit or proceeding and to participate in the defense thereofindemnifying party shall bear the reasonable fees, but the fees costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee)indemnifying party. It is understood, however, that the Company No indemnifying party shall, in connection with any one such action, suit or proceeding action or separate but substantially similar or related actions, suits or proceedings actions in the same jurisdiction arising out of the same general allegations circumstances or circumstancesallegations, be liable for the reasonable fees and expenses of only more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurredindemnified parties. The Company An indemnifying party shall not be liable for under this Section 3.8 to any indemnified party regarding any settlement or compromise or consent to the entry of any such judgment with respect to any pending or threatened claim, action, suit or proceeding effected without its written consentin respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, but if settled with compromise or consent is consented to by such written consentindemnifying party. No indemnifying party, or if them be a final judgment for in the plaintiff in defense of any such actionclaim or litigation, suit shall, except with the consent of each indemnified party, consent to entry of any judgment or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against enter into any loss, claim, damage, liability settlement or expense by reason of compromise unless such settlement or judgment. compromise (ci) Each includes an unconditional release of such indemnified party from all liability on claims that are the participating Holderssubject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, severally and not jointly, agree culpability or a failure to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing act by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveindemnified party. (d) If In the indemnification event that the indemnity provided for in this Section 9 3.8(a) or Section 3.8(b) above is unavailable to or insufficient to hold harmless an indemnified party under paragraphs (a) or (c) hereof in respect of for any reason, then each applicable indemnifying party agrees to contribute to the aggregate losses, claims, damages, damages and liabilities (including legal or other expenses referred reasonably incurred in connection with investigating or defending same) to therein, then an which such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses may be subject in such proportion as is appropriate to reflect the relative fault of the Company indemnifying party on the one hand and of the participating Holders indemnified party on the other hand in connection with the statements or omissions that which resulted in such losses, claims, damagesdamages or liabilities (or actions in respect thereof), liabilities or expensesas well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 omission to state a material fact relates to information supplied by the Company indemnifying party on the one hand or by such participating Holder the indemnified party on the other hand and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) . The Company and the participating Holders parties agree that it would not be just and equitable if contribution pursuant to this Section 9 3.8(d) were determined by a pro rata allocation (even if the Shareholders holding Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation that which does not take account of the equitable considerations referred to above in this Section 9(d) hereof3.8(d). The amount paid to or payable by an indemnified party as a result of the losses, claims, damages, damages or liabilities and expenses (or actions in respect thereof) referred to above in this Section 9(d3.8(d) hereof shall be deemed to include, subject to the limitations set forth above, include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit action or proceedingclaim. Notwithstanding the provisions of this Section 93.8(d), no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.8, each Person who controls any Shareholder holding Registrable Securities, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Shareholder, agent or underwriter shall have the same rights to contribution as such Shareholder, agent or underwriter, and each Person who controls ITC Investments within the meaning of either the Securities Act or the Exchange Act and each officer and director of ITC Investments shall have the same rights to contribution as ITC Investments, subject in each case to the applicable terms and conditions of this Section 3.8(d). Notwithstanding the foregoing, the total amount to be contributed by any Shareholder pursuant to this Section 3.8(d) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions and other reimbursable expenses) received by such Shareholder in the offering to which such registration statement or prospectus relates. (fe) No indemnifying party shall, without the prior written consent The provisions of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall 3.8 will remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Shareholder holding Registrable Securities or ITC Investments or any of the officers, directors or controlling Persons referred to in this Section 3.8, and will survive the transfer of Registrable Securities. (f) To the extent any indemnification by an Indemniteeindemnifying party is prohibited or limited by law, the Companyindemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 3.8 to the fullest extent permitted by Applicable Law; provided, its directors or officers, or that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any person controlling the Company, Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any termination seller of this AgreementRegistrable Securities shall be limited in amount to the net amount (after deducting underwriters’ discounts and commissions and other reimbursable expenses) of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Shelf Registration.

Indemnification; Contribution. (a) The Company shall, and hereby agrees to to, indemnify and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this AgreementParticipating Holder and its partners, and such seller's partnersmembers, directors, officers, employees employees, agents and controlling Persons, if any, in any Person who controls such seller under offering or sale of the Securities Act (eachParticipating Shares pursuant to the Shelf Registration Statement, an "Indemnitee") from and against any and all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable costs fees of investigationcounsel) arising (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, (i) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement, or any prepricing prospectusProspectus or preliminary Prospectus contained therein with respect to Participating Shares, registration statement or prospectus or in any amendment or supplement thereto, or arising any document incorporated by reference therein, or (ii) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in each case in light of the circumstances in which they were made, not misleading; provided that the Company shall not be liable to any such Participating Holder 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 the Shelf Registration Statement, or Prospectus or preliminary Prospectus relating to the Participating Shares, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Participating Holder with respect to such Participating Holder expressly for use therein, or by such Participating Holder’s failure to furnish the Company, upon the Company’s reasonable request, with the information with respect to such Participating Holder, or such Participating Holder’s intended method of distribution, that is the subject of the untrue statement or omission, or if such Participating Holder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Participating Holders, and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement. (b) Each Participating Holder, severally and not jointly, shall, and hereby agrees to, indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, in any offering or sale of Participating Shares pursuant to the Shelf Registration Statement, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of such Participating Holder as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or any Prospectus or preliminary Prospectus contained therein with respect to the Participating Shares, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as in each case only to the extent that such losses, claims, damages, liabilities untrue statement or expenses rise out of or are based upon any alleged untrue statement or omission or alleged untrue statement or omission which has been was made therein or omitted therefrom in reliance upon and in conformity with the written information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating such Participating Holder with respect to such Participating Holder expressly for use therein; provided, that in connection therewith. The foregoing no event shall any indemnity agreement shall be under this Section 2.05(b), when combined with any contribution under Section 2.05(d) exceed the total proceeds from the offering received by such Participating Holder unless such liability arises out of or is based on Fraud (as defined in addition to any liability which the Company may otherwise haveMerger Agreement) or Willful Breach (as defined in the Merger Agreement) by such Participating Holder. (bc) If Promptly after receipt by an indemnified party under Section 2.05(a) or Section 2.05(b) of written notice of the commencement of any actionaction or proceeding for which indemnification under Section 2.05(a) or Section 2.05(b) may be requested, suit such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding. In case any such action or proceeding shall be brought against any indemnified party and it notifies an Indemnitee in respect indemnifying party of which indemnity may be sought against the Companycommencement thereof, such Indemnitee indemnifying party shall promptly notify be entitled to participate therein and, to the Companyextent that it shall determine, and the Company shall jointly with any other indemnifying party similarly notified, to assume the defense thereof, including with counsel reasonably satisfactory to such indemnified party, and, after notice from the employment indemnifying party to such indemnified party of counsel and payment of all fees and expenses. The Indemnitee shall have the right its election so to employ separate counsel in any such action, suit or proceeding and to participate in assume the defense thereof, but such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the fees and expenses defense thereof other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) days after receiving notice from such counsel shall be at indemnified party that the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company indemnified party believes it has failed to assume do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the defense and employ counsel, indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (ziii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that if representation of such Indemnitee and the Company both parties by the same counsel would be is otherwise inappropriate under applicable standards of professional conduct (whether or not conduct, then, in any such representation by case, the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company indemnified party shall not have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel’s fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of such actiona claim, suit or proceeding on behalf of such Indemnitee). It is understood, however, that it will not be obligated to pay the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only more than one separate firm of attorneys (in addition counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any local counselliability for any settlement made without its consent (not to be unreasonably withheld, conditioned or delayed). No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 2.05(a) at any time for all such Indemnitees or Section 2.05(b) (whether or not having the indemnified party is an actual or potential differing interests among themselvesparty thereto), unless such compromise, consent or settlement is solely for monetary damages and includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall does not be liable for any settlement include a statement or admission of any such actionfault, suit culpability or proceeding effected without its written consenta failure to act, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveindemnified party. (d) If The Participating Holders and the Company agree that if, for any reason, the indemnification provided for in this provisions contemplated by Section 9 is 2.05(a) or Section 2.05(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses Claims referred to therein, then an each indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses Claims in such proportion as is appropriate to reflect the relative fault of the Company indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of the participating Holders in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expensessecurities. The relative fault of the Company on the one hand such indemnifying party and a participating Holder on the other hand indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged -omission omission to state a material fact relates to information supplied by the Company on the one hand such indemnifying party or by such participating Holder on the other hand indemnified party, and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e. If, however, the allocation in the first sentence of this Section 2.05(d) The Company is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault, but also the relative benefits of the indemnifying party and the participating Holders indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 9 2.05(d) were to be determined by a pro rata allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions preceding sentences of this Section 9, no participating Holder shall be required to contribute 2.05(d). Notwithstanding any amount in excess of the amount foregoing, in no event shall any contribution by which any Participating Holder under this Section 2.05(d), when combined with any amounts payable or paid by such Participating Holder under Section 2.05(b), exceed the total proceeds to from the offering received by such participating Holder exceeds Participating Holder, unless such liability arises out of or is based on Fraud (as defined in the amount of any damages which Merger Agreement) or Willful Breach (as defined in the Merger Agreement) by such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionParticipating Holder. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to Section 6.01 or Section 6.02 hereof, the Company agrees to indemnify and hold harmless harmless, to the fullest extent permitted by Law, each seller of Registrable Securities covered by a Registration Statement filed pursuant to this AgreementParticipating Stockholder, and such seller's partnerstheir Affiliates, directors, officers, employees officers and any stockholders and each Person who controls each such seller under Participating Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachcollectively, an "Indemnitee"the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities and expenses expenses, joint or several (including reasonable costs of investigationattorneys’ fees) arising out of or based upon caused by any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectuspart of any Registration Statement, registration statement any preliminary or final prospectus used in connection with the Registrable Securities or in any amendment or supplement theretoIssuer FWP, 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 (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as such ; provided that the Company will not be required to indemnify any Indemnified Persons for any losses, claims, damages, liabilities or expenses rise out of or are based upon resulting from any such untrue statement or omission or alleged if such untrue statement or omission which has been was made therein or omitted therefrom in reliance upon on and in conformity with the any information relating with respect to a participating Holder any Indemnified Person furnished in writing to the Company in writing by or on behalf of a participating Holder Participating Stockholder expressly for use in therein. In connection therewith. The foregoing indemnity agreement shall be in addition to any liability which with an underwritten offering, the Company may otherwise havewill indemnify each Underwriter, the officers and directors of such Underwriter, and each Person who controls such Underwriter (within the meaning of either the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the Participating Stockholders; provided that such Underwriter agrees to indemnify the Company to the same extent as provided below with respect to the indemnification of the Company by the Participating Stockholders. (b) If In connection with any actionRegistration Statement, suit preliminary or final prospectus or Issuer FWP, each Participating Stockholder, severally and not jointly. agrees to indemnify the Company, the Directors, its officers who sign such Registration Statement 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) to the same extent as the foregoing indemnity from the Company to the Participating Stockholders, but only with respect to information with respect to any Indemnified Person furnished to the Company in writing by such Participating Stockholder expressly for use in such Registration Statement, preliminary or final prospectus, or Issuer FWP. (c) In case any proceeding shall (including any governmental investigation) will be brought against an Indemnitee instituted involving any Person in respect of which indemnity may be sought against the Companypursuant to Section 6.08(a) or (b), such Indemnitee shall Person (hereinafter called the “indemnified party”) will promptly notify the Company, Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing and the Company shall assume indemnifying party, upon request of the defense thereofindemnified party, including will retain counsel reasonably satisfactory to the employment of counsel indemnified party to represent the indemnified party and payment of all will pay the fees and expensesdisbursements of such counsel related to such proceeding; provided that failure to so notify an indemnifying party shall not relieve it from any liability which it may have hereunder, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. The Indemnitee shall In any such proceeding, any indemnified party will have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall will be at the expense of such Indemnitee indemnified party unless (xi) the Company has indemnifying party and the indemnified party will have mutually agreed in writing to pay the retention of such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, counsel or (zii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee the indemnifying party and the Company, indemnified party and such Indemnitee shall the indemnified party will have been advised in writing by its counsel that representation of such Indemnitee and the Company both parties by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing conflicting interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee)them. It is understood, however, understood that the Company shallindemnifying party will not, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstancesjurisdiction, be liable for the reasonable fees and expenses of only more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselvesindemnified parties, and that all such reasonable fees and expenses shall will be reimbursed as they are incurred. 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 Company shall indemnifying party will not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, consent or if them be there has been a final judgment for the plaintiff in any such action, suit or proceedingplaintiff, the Company indemnifying party agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, indemnified party from and against any loss, claim, damage, loss or liability or expense 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 6.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (ci) Each such settlement is entered into more than 15 days after receipt by such indemnifying party of the participating Holdersaforesaid request and (ii) such indemnifying party will not have reimbursed the indemnified party in accordance with such request or reasonably objected in writing, severally and not jointly, agree to indemnify and hold harmless on the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 basis of the Securities Act or Section 20 of the Exchange Actstandards set forth herein, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf propriety of such Holder expressly for use in reimbursement prior to the registration statementdate of such settlement. No indemnifying party will, prospectus without the prior written consent of the indemnified party, effect any settlement of any pending or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or threatened proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which any indemnified party is or could have been a party and indemnity may be could have been sought against any Holder pursuant to this Section 9(c)hereunder by such indemnified party, unless such settlement is of a claim for monetary damages only, such Holder shall have claim has been settled by the rights payment of money only and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses settlement includes an unconditional release of such counsel shall be at indemnified party from all liability on claims that are the Holder's expense), and the Company, its directors, any subject matter of such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveproceeding. (d) If the indemnification provided for in this Section 9 6.08 from the indemnifying party is unavailable to an indemnified party under paragraphs (a) or (c) hereof hereunder in respect of any losses, claims, damages, liabilities or expenses referred to thereinin this Section 6.08, then an the indemnifying party, in lieu of indemnifying such indemnified party, shall will 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 Company indemnifying party and of the participating Holders indemnified party in connection with the statements or omissions actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand such indemnifying party and a participating Holder on the other hand shall indemnified party will be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged -omission omission to state a material fact fact, has been made by, or relates to information supplied by the Company on the one hand by, such indemnifying party or by such participating Holder on the other hand indemnified party, and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereofaction. The amount paid or payable by an indemnified a party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof shall above will be deemed to include, subject to the limitations set forth abovein Section 6.08(c), any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit investigation or proceeding. Notwithstanding . (e) The parties agree that it would not be just and equitable if contribution pursuant to Section 6.08(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the provisions of this equitable considerations referred to in Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission6.08(d). No person Person guilty of “fraudulent misrepresentation misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shallNotwithstanding the provisions of this Section 6.08, without no Participating Stockholder shall be required to make any indemnification or contribution payment, in the prior written consent aggregate, in any amount in excess of the indemnified party, effect any settlement amount of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder the net proceeds received by such indemnified party, unless such settlement includes an-unconditional release of such indemnified party from all liability on claims that are Participating Stockholder with respect to the subject matter of such action, suit or proceedingRegistrable Securities. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry If indemnification is entitled to indemnification or contribution available under this Section 9 shall be paid by 6.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 6.08(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and other equitable consideration provided for in Section 6.08(d) or (ii) any termination of this Agreemente).

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to to, indemnify and hold harmless each seller Stockholder (which, for purposes of this Article VI, shall be deemed to include each holder of Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, Shares) and such seller's partners, its controlled Affiliates and their respective directors, officers, employees members, employees, managers, partners, accountants, attorneys and any agents and each Person who controls such seller under (within the meaning of the Securities Act (eachand the Exchange Act) such Persons, an "Indemnitee") in any offering or sale of the Registrable Shares, from and against any and all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable costs fees of investigationcounsel) arising (collectively, “Claims”) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement used to register Registrable Shares pursuant to this Agreement or prospectus or in any amendment thereof or supplement thereto, or arising out of any document incorporated by reference therein, or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any untrue or alleged untrue statement of a material fact in any prospectus or preliminary prospectus used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as and the Company shall, and it hereby agrees to, reimburse periodically the indemnified person for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such lossesClaims; provided, claimshowever, damages, liabilities or expenses rise that the Company shall not be liable to any such Person in any such case only to the extent that any such Claims arise out of or are based upon any an untrue statement or alleged untrue statement or omission or alleged untrue statement omission made in such registration statement, or omission which has been preliminary or final prospectus, or amendment or supplement thereto, made therein or omitted therefrom in reliance upon and in conformity with the written information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating Holder the Stockholder Group expressly for use in connection therewiththerein. The foregoing indemnity agreement shall be in addition to any liability which members of the Company may otherwise have. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the CompanyStockholder Group shall, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holdershereby agree, severally and not jointly, agree to (i) indemnify and hold harmless the Company, its directors, its officers who sign the registration statementofficers, employees and any person each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact in any registration statement used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any untrue or alleged untrue statement of a material fact in any prospectus or preliminary prospectus used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case only to the same extent as the foregoing indemnity from that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder the Stockholder Group expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. Notwithstanding the foregoing, no member of the Stockholder Group shall be liable under this Section 6.1(a) for amounts in excess of the proceeds (net of underwriting discounts and commissions) received by such holder in the registration statementoffering giving rise to such liability. (b) Promptly after receipt by an indemnified party under Section 6.1(a) or Section 6.1(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 6.1(a) or Section 6.1(b) may be requested, prospectus such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any prepricing prospectusliability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, or and in no event shall such omission relieve the indemnifying party from any amendment or supplement theretoother liability it may have to such indemnified party. If In case any action, suit such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c)commencement thereof, such Holder indemnifying party shall have the rights and duties given be entitled to participate therein and, to the Company by Section 9(b) hereof (except extent that if the Company it shall have assumed the defense thereof such Holder shall not be required determine, jointly with any other indemnifying party similarly notified, to do so, but may employ separate counsel therein and participate in assume the defense thereof, with counsel reasonably satisfactory to such indemnified 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 for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel’s fees). 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 counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereofclaim. The foregoing indemnity agreement shall indemnifying party will not be in addition 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 participating Holders may otherwise haveprior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 6.1(a) or Section 6.1(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (dc) If The members of the Stockholder Group and the Company agree that if, for any reason, the indemnification provided for in this Section 9 is provisions contemplated by Sections 6.1(a) or 6.1(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses Claims referred to therein, then an each indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses 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 such offering of the Company and of the participating Holders in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expensessecurities. The relative fault of the Company on the one hand such indemnifying party and a participating Holder on the other hand indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged -omission omission to state a material fact relates to information supplied by the Company on the one hand such indemnifying party or by such participating Holder on the other hand indemnified party, and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) The Company . If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the participating Holders indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 9 6.1(c) were to be determined by a pro rata allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to in the preceding sentences of this Section 9(d) hereof6.1(c). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses Claims referred to in Section 9(d) hereof above shall be deemed to include, include (subject to the limitations set forth above, in Section 6.1(b) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit proceeding or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionclaim. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall. Notwithstanding the foregoing, without the prior written consent no member of the indemnified party, effect any settlement Stockholder Group shall be required to make a contribution in excess of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder the amount received by such indemnified party, unless such settlement includes an-unconditional release person from the sale of such indemnified party from all liability on claims its Registrable Shares in connection with the offering that are the subject matter of such action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party gave rise to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreementobligation.

Indemnification; Contribution. (a) The Company agrees to will indemnify and hold harmless each seller holder of Registrable Securities covered by a Registration Statement filed Warrant Stock registered pursuant to this AgreementAgreement with the Commission, and such seller's partnersor under any blue sky law or regulation, directors, officers, employees and any Person who controls such seller under the Securities Act (each, an "Indemnitee") from and against any and all losses, claims, damagesdamages or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, but only to the extent that such losses, claims, damages or liabilities and expenses (including reasonable costs of investigationor actions in respect thereof) arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any prepricing preliminary prospectus, registration statement or statement, prospectus or in any amendment or supplement thereto, or arising arise out of or are based upon any 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, except 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 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 Company against any and all losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or expenses rise actions in respect thereof) arise out of or are based upon any an untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating Holder expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel material fact contained in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing preliminary prospectus, registration statement or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any such document, in reliance upon and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given conformity with written information furnished to the Company by such holder expressly for use therein, or in a document to be filed with the Commission or any state securities commission. (c) Promptly after receipt by an indemnified party under subsections (a) or (b) of this Section 9(b) hereof (except that 16 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the Company indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have assumed to any indemnified party otherwise than under either of such subsections. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After receipt of written notice from the indemnifying party to such Holder shall not be required indemnified party of its election to do so, but may employ separate counsel therein and participate in assume the defense thereof, but the fees and indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such counsel shall be at indemnified party, in connection with the Holder's expense), and defense thereof other than reasonable costs of investigation incurred prior to the Company, its directors, any such officer, and any such controlling person shall have assumption by the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveindemnifying party. (d) If the indemnification provided for in this Section 9 16 is unavailable or insufficient to hold harmless an indemnified party under paragraphs subsection (a) or (cb) hereof above in respect of any losses, claims, damages, damages or liabilities (or expenses actions in respect thereof) referred to therein, then an each indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, damages or liabilities (or expenses 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 of the participating Holders holders in connection with the statements or omissions that which resulted in such losses, claims, damagesdamages or liabilities (or actions in respect thereof), liabilities or expensesas well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 omission to state a material fact relates to information supplied by the Company on or the one hand or by such participating Holder on the other hand holder and the parties' relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) . The Company and the participating Holders holders agree that it would not be just and equitable if contribution pursuant to this Section 9 subparagraph (d) were determined by a pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the equitable considerations referred to above in this subparagraph (d). Except as provided in subparagraph (c) of this Section 9(d) hereof. The 16, the amount paid or payable by an indemnified party as a result of the losses, claims, damages, damages or liabilities and expenses (or actions in respect thereof) referred to above in Section 9(dthis subparagraph (d) hereof shall be deemed to include, subject to the limitations set forth above, include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit action or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionclaim. 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. . Notwithstanding any provision in this subparagraph (fd) No indemnifying party shallto the contrary, without no holder shall be liable for any amount, in the prior written consent aggregate, in excess of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by net proceeds to such indemnified party, unless such settlement includes an-unconditional release holder from the sale of such indemnified party from all liability on claims that are the subject matter holder's shares (obtained upon exercise of such action, suit or proceeding. (gWarrants) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled giving rise to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities damages or expenses are incurred. liabilities. (e) The indemnity and contribution agreements contained in obligations of the Company under this Section 9 16 shall remain operative and be in full force and effect, regardless of (i) addition to any investigation made by liability which the Company may otherwise have at law or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreementin equity.

Indemnification; Contribution. (a) The Company agrees agrees, to the extent permitted by law, to indemnify and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this AgreementHolder and each Person, and such seller's partnersif any, directors, officers, employees and any Person who controls such seller under any Holder within the Securities meaning of Section 15 of the Act (eachor Section 20 of the Exchange Act, an "Indemnitee") from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or otherwise ("Indemnified Holder"), and to reimburse the Holders and such controlling Person or Persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as provided in Section 4(c) hereof, insofar as such losses, claims, damages, liabilities and expenses or actions, suits or proceedings (including reasonable costs of investigationgovernmental investigations) arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectusShelf Registration Statement, registration statement or, if any Shelf Registration Statement shall be amended or prospectus supplemented, in the Shelf Registration Statement as so amended or in any amendment or supplement theretosupplemented, or arising arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses rise actions arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission which has been was made therein in the Shelf Registration Statement or omitted therefrom in the Shelf Registration Statement as so amended or supplemented, in reliance upon and in conformity with the information relating to a participating Holder 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 a participating Holder expressly for use any Person, and the indemnity agreement contained in connection therewiththis Section 4 shall survive any termination of this Agreement. The foregoing indemnity agreement shall be liabilities of the Company in this Section 4 are in addition to any liability which other liabilities of the Company may otherwise haveunder this Agreement or otherwise. (b) Each Holder agrees, severally and not jointly, to the extent permitted by law, to indemnify, hold harmless and reimburse the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent and upon the same terms as the indemnity agreement of the Company set forth in Section 4(a) hereof, but only with respect to alleged untrue statements or omissions made in the Shelf Registration Statement or in the Shelf Registration Statement, as amended or supplemented (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 Company or any other Person, and the indemnity agreement contained in this Section 4(b) shall survive any termination of this Agreement. (c) If any a claim is made or an action, suit or proceeding shall be brought (including governmental investigations) is commenced or threatened against an Indemnitee in respect of any person as to which indemnity may be sought against the Companyunder Section 4(a) or 4(b) hereof, such Indemnitee Person (the "Indemnified Person") shall promptly notify the CompanyPerson 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 Company claim. Failure to so notify the Indemnifying Person shall not, however, relieve the Indemnifying Person from any liability which it may have on account of the indemnity under 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 thereofof any such litigation or proceeding, including the employment of counsel and the payment of all fees 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 expensesby the Company in the case of parties indemnified pursuant to Section 4(a) hereof. The Indemnitee Any Indemnified Person shall have the right to employ separate counsel participate in any such action, suit litigation or proceeding and to participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnitee Indemnified Person unless (xi) the Company has Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to pay the retention of such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, counsel or (zii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both (x) the Indemnifying Person and (y) the Indemnified Person and, in the written opinion of counsel to such Indemnitee and the CompanyIndemnified Person, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company both parties by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests likely conflicts of interest between them 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 which case clause (ii) above, and the Company 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 not have repay to the right to assume the defense Indemnifying Parties such fees and expenses of such action, suit or proceeding on behalf of such Indemnitee)separate counsel as the Indemnifying Person shall have reimbursed. It is understood, however, understood that the Company shallIndemnifying Person shall not, in connection with any one such action, suit litigation or proceeding or separate but substantially similar or related actions, suits litigation or proceedings in the same jurisdiction arising out of as to which the same general allegations or circumstancesIndemnified Persons are entitled to such separate representation, be liable under this Agreement for the reasonable fees and out-of-pocket expenses of only more than one separate firm of attorneys (in addition to any together with not more than one appropriate local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselvesIndemnified Persons. Subject to the next paragraph, and that 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 furtherance of the requirement above that fees and expenses of any separate counsel for the Indemnified Persons shall be reasonable, the Holders and the Company agree that the Indemnifying Person's obligations to pay such fees and expenses shall 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 preceding paragraph, the Indemnified Persons shall in good faith fully consult with the Indemnifying Person in advance as they are incurredto the selection of such counsel; (2) reimbursable fees and expenses of such separate counsel shall be detailed and supported in a manner reasonably acceptable to the 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, 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 cooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified Persons for which the Indemnifying Person is liable hereunder, and the Indemnified Person shall use every reasonable effort to cause such separate counsel to minimize the duplication of activities as between themselves and counsel to the Indemnifying Person. The Company Indemnifying Person shall not be liable for any settlement of any such action, suit litigation or proceeding effected without its the written consentconsent of the Indemnifying Person, but if settled with such written consent, consent or if them there be a final judgment for against the plaintiff in any such action, suit or proceedingIndemnified Person, the Company agrees Indemnifying Person agrees, subject to the provisions of this Section 4, to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, Indemnified Person from and against any loss, claim, damage, liability or expense expenses by reason of such settlement or judgment. (c) Each . The Indemnifying Person shall not, without the prior written consent of the participating HoldersIndemnified Persons, severally and not jointlyeffect any settlement of any pending or threatened litigation, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act proceeding or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and claim in respect of which indemnity may be has been properly sought against any Holder pursuant 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 this Section 9(c), such Holder shall have claims which are the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses subject matter of such counsel shall be at the Holder's expense)litigation, and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveproceeding or claim. (d) If the indemnification provided for in this Section 9 4 is unavailable to or insufficient to hold harmless an indemnified party Indemnified Person under paragraphs (a) or (c) hereof this Section 4 in respect of any losses, claims, damagesdamages or liabilities (or actions, liabilities suits or expenses proceedings (including governmental investigations) in respect thereof) referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, each Indemnifying Person under this Section 4 shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such losses, claims, damages, damages or liabilities (or expenses actions in respect thereof) in such proportion as is appropriate 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 Company one hand and of the participating Holders Indemnified Person on the other in connection with the statements or omissions that which resulted in such losses, claims, damagesdamages or liabilities (or actions, liabilities suits or expensesproceedings (including governmental investigations) in respect thereof), as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 omission to state a material fact relates to information supplied by the Company on the one hand or by such participating Holder the Holders on the other hand and the parties' relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) . The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 4 were determined by a pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that which does not take account of the equitable considerations referred to in this Section 9(d) hereof4. The amount paid or payable by an indemnified party Indemnified Person as a result of the losses, claims, damagesdamages or liabilities (or actions, liabilities and expenses suits or proceedings (including governmental proceedings) in respect thereof) referred to in this Section 9(d) hereof 4 shall be deemed to include, subject to the limitations set forth above, include any legal or other expenses reasonably incurred by such indemnified party Indemnified Person in connection with investigating any claim or defending any such actionactions, suit suits or proceedingproceedings (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 94, no participating Holder shall be required to contribute any amount in greater than the excess of the amount by which the proceeds 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 participating Holder exceeds for such Registrable Securities plus (B) the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding . The Holders' obligations 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party 4 to the indemnified party as such losses, claims, damages, liabilities or expenses contribute are incurredseveral in proportion to their respective obligations and not joint. The indemnity and agreement with respect to contribution agreements contained in this Section 9 4 shall remain operative and in full force and effect, effect regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, Company or any person controlling the CompanyHolder, and (ii) shall survive any termination of this Agreement.

Indemnification; Contribution. (a) The Company agrees Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, and such seller's partners, directors, officers, employees and any Person who controls such seller under the Securities Act (each, an "Indemnitee") from and Company against any and all losses, claims, damagesdamages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable costs of investigationor actions in respect thereof) arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any prepricing preliminary prospectus, registration statement or prospectus prospectus, or in any amendment or supplement thereto, or arising arise out of or are based upon any 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, except insofar as in each case to the extent, but only to the extent, that (i) such losses, claims, damages, liabilities untrue statement or expenses rise out of or are based upon any alleged untrue statement or omission or alleged untrue omission was made in any preliminary prospectus, registration statement or omission which has been made therein prospectus, or omitted therefrom any amendment or supplement thereto, in reliance upon and in conformity with the written information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating Holder such holder expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition therein, or (ii) you failed to any liability deliver an amendment or supplement to the prospectus that the Company made available to you prior to the applicable date of sale of Common Stock to which the Company may otherwise haveclaim relates and that corrected any statement or omission in a preliminary prospectus, registration statement or prospectus that forms the basis for a claim against the Company. (b) If Promptly after receipt by an indemnified party under Section 7(a) above of the commencement of any action, suit or proceeding such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee any indemnified party and it shall promptly notify the Company, and indemnifying party of the Company commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, including the employment indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel or any other expense, in any each case subsequently incurred by such actionindemnified party, suit or proceeding and to participate in connection with the defense thereofthereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, but the fees and unless such expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed have been specifically authorized in writing to pay such fees and expensesby the indemnifying party, (y) the Company indemnifying party has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) action include both such Indemnitee the indemnified party and the Companyindemnifying party, as appropriate, and such Indemnitee shall have indemnified party has been advised by its counsel that the representation of such Indemnitee indemnified party and the Company indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shallthem, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in each of which cases the same jurisdiction arising out fees of the same general allegations or circumstances, be liable counsel for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall indemnified party will be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for paid by the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgmentindemnifying party. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise have. (d) If the indemnification provided for in this Section 9 7 is unavailable or insufficient to hold harmless an indemnified party under paragraphs (aSection 7(a) or (c) hereof in respect of any losses, claims, damages, damages or liabilities (or expenses action in respect thereof) referred to therein, then an each indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, damages or liabilities (or expenses 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 Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the participating Holders holders in connection with the statements statement or omissions that resulted in such losses, claims, damagesdamages or liabilities (or actions in respect thereof), liabilities or expensesas well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 omission to state a material fact relates to information supplied by the Company on or the one hand or by such participating Holder on the other hand holder and the parties' relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) . The Company and the participating Holders holders agree that it would not be just and equitable if contribution pursuant to this Section 9 7(c) were determined by a pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that does not take into account of the equitable considerations referred to above in this subsection (c). Except as provided in Section 9(d) hereof. The 7(b), the amount paid or payable by an indemnified party as a result of the losses, claims, damages, damages or liabilities and expenses (or actions in respect thereof) referred to above in this Section 9(d7(c) hereof shall be deemed to include, subject to the limitations set forth above, include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim investigation or defending any such action, suit action or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionclaim. 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. (f. Notwithstanding any provision in this Section 7(c) No indemnifying party shallto the contrary, without no holder shall be liable for any amount, in the prior written consent aggregate, in excess of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by net proceeds to such indemnified party, unless such settlement includes an-unconditional release holder from the sale of such indemnified party from all liability on claims that are the subject matter holder's shares (obtained upon exercise of such action, suit or proceeding. (gWarrants) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled giving rise to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities damages or expenses are incurred. liabilities. (d) The indemnity and contribution agreements contained in obligations of the holders of Common Stock under this Section 9 7 shall remain operative be in addition to any liability that such holders may otherwise have and in full force shall extend, upon the same terms and effectconditions to each person, regardless if any, who controls the Company within the meaning of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this AgreementAct.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each seller harmless, to the fullest extent permitted by law, the Holder in any offering or sale of Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls the Holder or such seller's partnersunderwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, directorstrustees, officers, partners, agents, employees and any Person who controls such seller under the Securities Act (each, an "Indemnitee") from and affiliates against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement or prospectus or in any amendment or supplement theretoin, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such losses, claims, damages, liabilities statements or expenses rise omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon on and in conformity with information with respect to the information relating to a participating Holder furnished in writing to the Company by the Holder or its counsel expressly for use therein, (B) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holder that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 2.10(a), the Company shall not be liable to the Holder or any underwriter or to any other indemnified party under the indemnity agreement in this Section 2.10(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) the Holder or such underwriter failed to send or deliver a copy of the Prospectus prior to the time of the sale of Registrable Securities by the Holder or such underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of a participating Holder expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havewith copies of the Prospectus as so amended or supplemented as required hereunder, the Holder or such underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, prior to the time of the sale of Registrable Securities by the Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party. (b) If In connection with any actionRegistration Statement filed pursuant to this Agreement, suit or proceeding the Holder shall be brought against an Indemnitee in respect of which indemnity may be sought against indemnify and hold harmless, to the fullest extent permitted by law, the Company, such Indemnitee shall promptly notify the Companyeach Person, and the Company shall assume the defense thereofif any, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel who participates as an underwriter in any such actionoffering and sale of Registrable Securities and each Person, suit or proceeding and to participate in the defense thereofif any, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to the same extent as the foregoing indemnity from the Company to an Indemniteeany actual action, but only with respect to information relating to such Holder furnished in writing by suit, proceeding or on behalf investigation arising out of such Holder expressly for use in the registration statementor based upon any untrue or alleged untrue statement of a material fact contained in, prospectus or any prepricing prospectusomission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto. If to any action, suit or proceeding shall be brought against of the Companyforegoing, any Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of its directorsa Prospectus, preliminary Prospectus or Free Writing Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such officer, untrue statement or any such controlling person based omission is made in reliance on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in conformity with information with respect of which indemnity may be sought against any to the Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given furnished in writing to the Company by Section 9(b) hereof (except the Holder or its counsel specifically for use therein, provided that if the Company shall have assumed the defense thereof such Holder shall not be required to do soindemnify the Company or any other indemnified party under this Section 2.10(b) with respect to any amount in excess of the amount of the total net proceeds received by the Holder from sales of the Registrable Securities under such Registration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, but suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may employ separate counsel claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 2.10 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and participate in 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, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for the Holder (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for the Holder (which selection shall be at reasonably satisfactory to the Holder's expenseCompany), and (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, its directorsin each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such officeraction, and suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such controlling person indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 2.10. No indemnified party shall have consent to entry of any judgment or entry into any settlement without the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveconsent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 9 2.10 is unavailable to an indemnified party under paragraphs (a) or (c) hereof hereunder in respect of any losses, claims, damages, liabilities or expenses referred to thereinLosses, then an the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Company indemnifying party and of the participating Holders indemnified party in connection with the statements or omissions that actions which resulted in such lossesLosses, claimsas well as any other relevant equitable considerations, damages, liabilities or expensesprovided that the Holder shall not be required to contribute any amount in excess of the amount of the total net proceeds received by the Holder from sales of the Registrable Securities under the applicable Registration Statement. The relative fault of the Company on the one hand such indemnifying party and a participating Holder on the other hand indemnified party shall be determined by reference to, among other thingsmatters, whether the any action in question, including any untrue statement or alleged untrue statement of a material fact or the omission or alleged -omission omission to state a material fact fact, has been made by, or relates to information supplied by the Company on the one hand by, such indemnifying party or by such participating Holder on the other hand indemnified party, and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereofaction. The amount paid or payable by an indemnified a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to in Section 9(d) hereof above shall be deemed to include, subject to the limitations set forth abovein Section 2.10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit investigation or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 2.10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 2.10(d). If indemnification is available under this Section 2.10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.10(a) or 2.10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 2.10(d). (e) The provisions of this Section 2.10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) No indemnifying party shall, without the prior written consent The indemnification and contribution required by this Section 2.10 shall be made by periodic payments of the indemnified party, effect any settlement amount thereof during the course of any pending or threatened action, suit suit, proceeding or proceeding in respect of which any indemnified party is investigation, as and when invoices are received 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses Losses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this AgreementHolder, and such seller's partnersthe Affiliates, directors, officers, employees employees, members, managers and any agents of each such Holder and each Person who controls any such seller under Holder within the meaning of either the Securities Act (eachor the Exchange Act, an "Indemnitee") to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable costs of investigationor actions in respect thereof) arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement or prospectus a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arising arise out of or are based upon any 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, except insofar and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such lossesloss, claimsclaim, damagesdamage, liabilities liability or expenses rise action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case to the extent that any such loss, claim, damage, liability or expense arises (i) out of or are is based upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the written information relating to a participating Holder furnished in writing to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice or questionnaire, or (ii) out of sales of Registrable Securities made during a participating Holder expressly for use in connection therewithSuspension Period after notice is given pursuant to Section ‎2(b). The foregoing This indemnity agreement shall will be in addition to any liability which the Company may otherwise have. (b) If Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein; provided, however, that the total amount to be indemnified by such Holder pursuant to this Section ‎8(b) shall be limited to the gross proceeds (before deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. (c) Promptly after receipt by an indemnified party under this Section ‎8 of notice of the commencement of any action, suit such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section ‎8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or proceeding (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be brought against an Indemnitee in respect of which indemnity may be sought against entitled to participate therein and, to the Companyextent that it shall wish, such Indemnitee shall promptly notify the Companyjointly with any other indemnifying party similarly notified, and the Company shall to assume the defense thereof, including with counsel satisfactory to such indemnified party (who shall not, except with the employment consent of the indemnified party, be counsel and payment to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of all fees and expensesits election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Indemnitee Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified parties shall collectively have the right to employ separate their own counsel in any such action(and one local counsel), suit or proceeding and to participate in the defense thereofindemnifying party shall bear the reasonable fees, but the fees costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee)indemnifying party. It is understood, however, that the Company No indemnifying party shall, in connection with any one such action, suit or proceeding action or separate but substantially similar or related actions, suits or proceedings actions in the same jurisdiction arising out of the same general allegations circumstances or circumstancesallegations, be liable for the reasonable fees and expenses of only more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurredindemnified parties. The Company An indemnifying party shall not be liable for under this Section ‎8 to any indemnified party regarding any settlement or compromise or consent to the entry of any such judgment with respect to any pending or threatened claim, action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity indemnification or contribution may be sought against any Holder pursuant hereunder (whether or not the indemnified parties are actual or potential parties to this Section 9(c)such claim or action) unless such settlement, compromise or consent is consented to by such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do soindemnifying party. No indemnifying party, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officerclaim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise that does not include as an unconditional term thereof the giving by the claimant or plaintiff therein, to such indemnified party, of a full and any final release from all liability in respect to such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveclaim or litigation. (d) If In the indemnification event that the indemnity provided for in this Section 9 ‎8(a) or Section ‎8(b) is unavailable to or insufficient to hold harmless an indemnified party under paragraphs (a) or (c) hereof in respect of for any reason, then each applicable indemnifying party agrees to contribute to the aggregate losses, claims, damagesdamages and liabilities (including, liabilities without limitation, legal or other expenses referred reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to therein, then an which such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses may be subject in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the offering of the INSW Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company indemnifying party on the one hand and of the participating Holders indemnified party on the other in connection with the statements or omissions that which resulted in such losses, claims, damagesdamages or liabilities (or actions in respect thereof), liabilities or expensesas well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 omission to state a material fact relates to information supplied by the Company indemnifying party on the one hand or by such participating Holder the indemnified party on the other hand and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) . The Company and the participating Holders parties agree that it would not be just and equitable if contribution pursuant to this Section 9 ‎8(d) were determined by a pro rata allocation (even if the Holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation that which does not take account of the equitable considerations referred to above in this Section 9(d) hereof‎8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, damages or liabilities and expenses (or actions in respect thereof) referred to above in this Section 9(d‎8(d) hereof shall be deemed to include, subject to the limitations set forth above, include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit action or proceedingclaim. Notwithstanding the provisions of this Section 9‎8(d), no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section ‎8, each Person who controls any Holder, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section ‎8(d). (fe) No indemnifying party shall, without the prior written consent The provisions of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall ‎8 will remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling Persons referred to in this Section ‎8 hereof, and will survive the transfer of Registrable Securities. (f) To the extent any indemnification by an Indemniteeindemnifying party is prohibited or limited by law, the Companyindemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section ‎8 to the fullest extent permitted by law; provided, its directors or officershowever, or that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any person controlling the Company, Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any termination seller of this AgreementRegistrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.

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 each seller of Holder who offers or sells any such Registrable Securities covered by a Registration Statement filed pursuant to this Agreementin connection with such registration statement (including its partners (including partners of partners and stockholders of any such partners), and such seller's partners, directors, officers, employees employees, representatives and agents of any Person who controls such seller under the Securities Act (each, an "Indemnitee") from and against any and all losses, claims, damages, liabilities and 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 prepricing prospectus, registration statement or prospectus or in any amendment or supplement 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, except insofar as such losses, claims, damages, liabilities or expenses rise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating Holder expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Companythem, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any each person who controls the Company any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which they, or any of them, may become subject under the same extent Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus) or (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the foregoing indemnity from statements in it not misleading; provided, however, that the Company will not be liable to the extent that (1) such loss, claim, damage, expense or liability arises from and is based on an Indemnitee, but only untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with respect to information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly in accordance with Section 4(b) of this Agreement for use in the such registration statement, or (2) in the case of a sale directly by such Holder (including a sale of Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act or any prepricing prospectusstate 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, such Holder, on a several and not joint basis, will indemnify and hold harmless the Company (including its directors, officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any amendment and all losses, claims, damages, reasonable expenses and liabilities, joint or supplement thereto. If 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 shall be brought against or any claim asserted, as the Companysame are incurred), any of its directors, any such officerto which they, or any such controlling person based on of them, may become subject under the registration statementSecurities Act, prospectus the Exchange Act or any prepricing prospectusother federal or state statutory law or regulation, at common law or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveotherwise. (db) If the indemnification provided for in this Section 9 5(a) above for any reason is held by a court of competent jurisdiction to be unavailable to an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, expenses or liabilities or expenses referred to therein, then an each indemnifying partyparty under this Section 5, in lieu of indemnifying such indemnified partyparty thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and 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 of the participating other Holders in connection with the statements or omissions that which resulted in such losses, claims, damages, liabilities expenses or expensesliabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Holders shall be deemed to be in the same respective proportions that the net proceeds from the offering received by the Company and the Holders, 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 on and the one hand and a participating Holder on the other hand Holders 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 omission to state a material fact relates to information supplied by or on behalf of the Company on or the one hand or by such participating Holder on the other hand Holders and the parties' Parties’ relative intent, knowledge, knowledge and access or information and opportunity to correct or prevent such statement or omission. (e) information. The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 5(b) were determined by a pro rata or per capita allocation or by any other method of allocation that which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person found guilty of fraudulent misrepresentation (within the meaning of Section 9(d11(f) hereof. of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) The amount paid by an indemnifying party or payable by to an indemnified party as a result of the losses, claims, damages, damages and liabilities and expenses referred to in this Section 9(d) hereof 5 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such actionaction or claim, suit or proceeding. Notwithstanding payable as the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses same are incurred. The indemnity indemnification and contribution agreements contained provided for in this Section 9 shall 5 will remain operative and in full force and effect, effect regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, indemnified parties or any officer, director, employee, agent or controlling person controlling of the Companyindemnified parties. No indemnifying party, in the defense of any such claim or litigation, shall enter into a consent of entry of any judgment or enter into a settlement without the consent of the indemnified party, which consent will not be unreasonably withheld. 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, (ii) the indemnified party’s counsel, 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 and the indemnified party in the conduct of the defense of such action or (iii) the indemnifying party shall not in fact have employed counsel to assume the defense of such action within a reasonable period of time following its receipt of the Indemnification Notice, in each 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 termination 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 underwritten public offering are in conflict with the provisions of this AgreementSection 5, the provisions in the underwriting agreement shall control. (e) The obligation of the Company and Holders under this Section 5 shall survive the completion of any offering of Registrable Securities in a registration statement under Section 2, and otherwise.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each seller Holder of Registrable Securities covered by a Registration Statement filed pursuant to this AgreementSecurities, and such seller's partnersthe Affiliates, directors, officers, employees employees, members, managers and any agents of each such Holder and each Person who controls any such seller under Holder within the meaning of either the Securities Act (eachor the Exchange Act, an "Indemnitee") to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable costs of investigationor actions in respect thereof) arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement or prospectus a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arising arise out of or are based upon any 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, except insofar and agrees to reimburse each such indemnified party, as such lossesincurred, claims, damages, liabilities for any legal or other expenses rise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to a participating Holder furnished in writing to the Company reasonably incurred by or on behalf of a participating Holder expressly for use them in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have. (b) If any action, suit with investigating or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in defending any such actionloss, suit claim, damage, liability or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct action (whether or not such representation by the same counsel has been proposed) due indemnified party is a party to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemniteeany proceeding). It is understood; provided, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall will not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, case to the extent provided in the preceding paragraph, from and against that any such loss, claim, damage, liability or expense by reason arises (i) out of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, is based upon any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise have. (d) If the indemnification provided for in this Section 9 is unavailable to an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an 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 Company and of the participating Holders in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 by such participating Holder on the other hand and the parties' relative intent, knowledge, access or information and opportunity to correct or prevent such statement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior omission made therein in reliance upon and in conformity with written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party information furnished to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made Company by or on behalf of an Indemniteeany such Holder specifically for inclusion therein including, the Companywithout limitation, its directors or officersany notice and questionnaire, or any person controlling the Company, and (ii) any termination out of this Agreement.sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 2(e)(ii)

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless harmless, to the extent permitted by law, each seller (i) Eligible Holder of Registrable Securities, (ii) each Person that controls (within the meaning of Section 15 of the Securities covered by a Registration Statement filed pursuant to this Agreement, Act and Section 20 of the Exchange Act) such seller's partners, Eligible Holder and (iii) the respective directors, officers, employees partners, employees, legal counsel, accountants and any agents of such Eligible Holder and controlling Person who controls such seller under the Securities Act (eachcollectively, an "Indemnitee"“Holder Indemnified Parties”) from and against any and all losses, claims, damages, liabilities and expenses (expenses, including reasonable costs attorney’s fees and disbursements and reasonable expenses of investigationinvestigation (collectively, “Losses”), caused by any (A) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectusRegistration Statement, registration statement Prospectus or prospectus preliminary Prospectus or in any amendment thereof or supplement thereto, thereto or arising out of any Free Writing Prospectus or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses rise out of or are based upon any untrue statement or omission (B) violation or alleged untrue statement violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or omission which has been made therein any rule or omitted therefrom regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; provided, however, that the Company shall not be liable to any Holder Indemnified Party for any Losses that are (x) caused by or contained in reliance upon and in conformity with the any information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating Holder Indemnified Party or any underwriter expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition any Registration Statement, Prospectus or preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus or (y) caused by such Holder Indemnified Party’s or any underwriter’s failure to deliver a copy of the Registration Statement, Prospectus or preliminary Prospectus or amendment or supplement thereto or any liability which Free Writing Prospectus after the Company may otherwise havehas furnished such Holder Indemnified Party or such underwriter in a timely manner with a sufficient number of copies of the same. In connection with an Underwritten Offering, the Company shall indemnify such underwriters, each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each of their respective directors, officers, partners and employees to the same extent as provided above with respect to the indemnification of the Eligible Holders of Registrable Securities. (b) If In connection with any actionRegistration Statement in which a holder of Registrable Securities is participating, suit each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement, Prospectus or proceeding preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus and shall be brought against an Indemnitee in respect of which indemnity may be sought against indemnify and hold harmless, to the extent permitted by law, (i) the Company, such Indemnitee shall promptly notify (ii) each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company, (iii) each other holder of Registrable Securities participating in any such offering and (iv) the respective directors, officers, partners, employees, legal counsel, accountants and agents of each of the Persons specified in the foregoing clauses (i) through (iii), from and against any and all Losses caused by any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any Free Writing Prospectus or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished in writing by or on behalf of such holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or amendment or supplement thereto or such Free Writing Prospectus; provided that the obligation to indemnify shall be individual, not joint and several, for each holder and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such Registration Statement. In connection with an Underwritten Offering by the Company or any holder of the Company’s securities other than an Eligible Holder, a holder of Registrable Securities participating therein shall indemnify such underwriters, each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each of their respective directors, officers, partners and employees to the same extent as provided above with respect to the indemnification of the Company and the Company other holders. (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which such Person seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense thereofof such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, including the employment indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of counsel and payment of all a claim shall not be obligated to pay the fees and expenses. expenses of more than one (1) counsel (plus one (1) local counsel in each applicable jurisdiction) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (d) The Indemnitee indemnified party shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein action and participate in the defense thereof, but the fees and expenses of such counsel shall be at paid by the Holder's expense)indemnified party unless (x) the indemnifying party agrees to pay the same, (y) the indemnifying party fails to assume the defense of such action with counsel reasonably satisfactory to the indemnified party or (z) the indemnified party reasonably believes that the joint representation of the indemnified party and any other party in such proceeding (including the Companyindemnifying party) would be inappropriate under applicable standards of professional conduct. In the case of clause (y) above and (z) above, its directorsthe indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such officeraction or claim) unless such settlement, compromise or judgment (1) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (2) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereofindemnified party. The foregoing indemnity agreement rights afforded to any indemnified party hereunder shall be in addition to any liability which the participating Holders rights that such indemnified party may otherwise havehave at common law, by separate agreement or otherwise. (de) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any Person that controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such indemnified party and the respective directors, officers, partners, employees, legal counsel, accountants and agents of such indemnified party and controlling Person and shall survive the transfer of Registrable Securities. (f) If the indemnification provided for in required by this Section 9 7 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party under paragraphs (a) or (c) hereof hereunder in respect of any lossesLosses, claims, damages, liabilities or expenses referred to therein, then an in this Section 7: (i) The indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such lossesLosses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Company indemnifying party and of the participating Holders indemnified parties in connection with the statements or omissions that actions which resulted in such lossesLosses, claims, damages, liabilities or expensesas well as any other relevant equitable considerations. The relative fault of the Company on the one hand such indemnifying party and a participating Holder on the other hand indemnified parties shall be determined by reference to, among other things, whether the untrue any action in question has been committed by, 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 by, such indemnifying party or by such participating Holder on the other hand indemnified parties, and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement action in question. The amount paid or omissionpayable by a party as a result of the Losses shall be deemed to include, subject to the limitations set forth in Section 7(a) and Section 7(b), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (eii) The Company and the participating Holders parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9 7(f) were determined by a pro rata allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission7(f)(i). No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each seller Initial Purchaser, each Holder, each person, if any, who controls any Initial Purchaser or Holder within the meaning of Registrable Section 15 of the Securities covered by Act or Section 20 of the Exchange Act (a Registration Statement filed pursuant to this Agreement, “Controlling Person”) and such seller's partnersthe respective officers, directors, officerspartners, employees employees, representatives and agents of the Initial Purchasers, the Holders or any Controlling Person who controls such seller under the Securities Act (each, an "Indemnitee") “Indemnified Party”), from and against any and all lossesloss, claimsdamage, damagesexpense, liabilities and expenses liability, claim or any actions in respect thereof (including the reasonable costs cost of investigation) arising 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 prepricing prospectusShelf Registration Statement or Prospectus, registration statement or prospectus including any document incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses rise arises out of or are is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that (i) 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 which has been made therein of a material fact contained in, or omitted therefrom in reliance upon from, and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating any Initial Purchaser or Holder to the Company expressly for use therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, 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 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 therewith. The foregoing 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 if the Company had previously furnished copies thereof to such Holder; provided further, however, that this indemnity agreement shall will be in addition to any liability which the Company may otherwise havehave to such Indemnified Party. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating HoldersHolder, severally and not jointly, agree agrees to indemnify indemnify, defend and hold harmless the Company, its directors, its officers who sign the registration statementofficers, 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 “Company 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 Company Indemnified Party may incur or become subject to under the Securities Act, to the same extent Exchange Act or otherwise, insofar as the foregoing indemnity from the Company to an Indemniteesuch loss, but only with respect to 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 information relating to such Holder furnished in writing by or on behalf of such Holder to the Company expressly for use in the registration statementany Shelf Registration Statement or Prospectus, prospectus or including any prepricing prospectusdocument incorporated by reference therein, or in any amendment or supplement theretothereto 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; and, subject to the limitation set forth immediately preceding this clause, each Holder shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling 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 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 of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) If any action, suit or proceeding shall be (each, a “Proceeding”) is brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to either subsection (a) or (b) of this Section 9(c)6, such Holder 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 shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise. Such Indemnified Party shall have the rights and duties given right to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof employ its own counsel in any such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereofcase, but the fees and expenses of such counsel shall be at the Holder's expenseexpense 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 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 Companyexpenses 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, its directorsbut 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 officersettlement. Notwithstanding the foregoing sentence, and if at any such controlling person 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 rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement 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 addition accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability which on claims that are the participating Holders may otherwise havesubject 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 9 6 is unavailable to an indemnified party Indemnified Party under paragraphs subsections (a) or and (cb) hereof of this Section 6 in respect of any losses, claims, damages, liabilities expenses, liabilities, claims or expenses actions referred to therein, then an indemnifying partyeach applicable Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, liabilities expenses, liabilities, claims or expenses actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and 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 participating Holders or the Initial Purchasers on the other in connection with the statements or omissions that which resulted in such losses, claims, damages, liabilities expenses, liabilities, claims or expensesactions, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder of the Holders or any 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 the omission or alleged -omission to state a material fact omission relates to information supplied by the Company on the one hand or by the Holders or such participating Holder on the other hand Initial Purchaser and the parties' ’ relative intent, knowledge, access or 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 Company, the Holders and the participating Holders Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 6 were determined by a pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to in Section 9(dsubsection (d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 96, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds total price at which the Registrable Securities sold by it were offered to such participating Holder the public exceeds the amount of any damages which such participating Holder 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) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements provisions contained in this Section 9 6 shall remain operative and in full force and effect, effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of an Indemniteeany Holder or Initial Purchaser or any person controlling any Holder or Initial Purchaser, or the Company, its or the Company’s officers or directors or officers, or any person controlling the Company, Company and (iiiii) the sale of any termination of this AgreementRegistrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees Guarantor and the Issuer agree to indemnify indemnify, defend and hold harmless each seller Initial Purchaser, each Holder, each person (a “Controlling Person”), if any, who controls any Initial Purchaser or Holder within the meaning of Registrable Section 15 of the Securities covered by a Registration Statement filed pursuant to this Agreement, Act or Section 20 of the Exchange Act and such seller's partnersthe respective officers, directors, officerspartners, employees employees, representatives and agents of any Initial Purchaser, the Holders or any Controlling Person who controls such seller under the Securities Act (each, an "Indemnitee") “Indemnified Party”), from and against any and all lossesloss, claimsdamage, damagesexpense, liabilities and expenses liability, claim or any actions in respect thereof (including the reasonable costs cost of investigation) arising 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 prepricing prospectusShelf Registration Statement or Prospectus, registration statement or prospectus including any document incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses rise arises out of or are 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 which has been made therein of a material fact contained in, or omitted therefrom in reliance upon from, and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of an Initial Purchaser or a participating Holder to the Guarantor expressly for use in connection therewith. The foregoing 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 shall will be in addition to any liability which the Company Guarantor and the Issuer may otherwise havehave 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 “Guarantor 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 Guarantor 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 (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 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, which material fact was not contained in such Holder Information, and which material fact was either required to be stated in any Shelf Registration Statement or Prospectus or necessary 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 Guarantor shall have theretofore provided such Holder a Suspension Notice in accordance with Section 3(k), 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 Guarantor pursuant to Section 3(i) or Section 2(d)(i)(C), provided the Guarantor shall have theretofore provided such Holder with copies of such Prospectus in a timely manner so as to permit such delivery; and, subject to the limitation set forth in the immediately preceding clause, each Holder shall reimburse, as incurred, the Guarantor and the Issuer for any legal or other expenses reasonably incurred by the Guarantor and the Issuer or any such controlling 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 Guarantor and the 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 Shelf Registration Statement, of the Registrable Securities giving rise to such indemnification obligation. (c) If any action, suit or proceeding shall be (each, a “Proceeding”) is brought against an Indemnitee any person in respect of which indemnity may be sought against the Companypursuant to either Section 6(a) or Section 6(b), such Indemnitee person (the “Indemnified Party”) shall promptly notify the Company, person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Company Indemnifying Party shall assume the defense thereofof such Proceeding; provided, including however, that the employment of counsel and payment of all fees and expensesomission to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise. The Indemnitee Such Indemnified Party shall have the right to employ separate its own counsel in any such action, suit or proceeding and to participate in the defense thereofcase, but the fees and expenses of such counsel shall be at the expense of such Indemnitee Indemnified Party unless (x) the Company has agreed in writing to pay employment of such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee counsel shall have been advised authorized in writing by its 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 representation of there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them Indemnifying Party (in which case the Company such Indemnifying Party shall not have the right to assume direct that portion of the defense of such action, suit or proceeding Proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consentIndemnified Party, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but Indemnifying Party may employ separate counsel therein and participate in the defense thereof, thereof but the fees and expenses of such counsel shall be at the Holder's expenseexpense 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 Companyexpenses 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, its directorsbut 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 officersettlement. Notwithstanding the foregoing sentence, and if at any such controlling person 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 rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement 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 addition 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 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 which on claims that are the participating Holders may otherwise havesubject matter of such Proceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such Indemnified Party. (d) If the indemnification provided for in this Section 9 6 is unavailable to an indemnified party Indemnified Party under paragraphs (aSection 6(a) or (c) hereof Section 6(b), or insufficient to hold such Indemnified Party harmless, in respect of any losses, claims, damages, liabilities expenses, liabilities, claims or expenses actions referred to therein, then an indemnifying partyeach applicable Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, liabilities expenses, liabilities, claims or expenses 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 Company Guarantor and the Issuer, on the one hand, and of the participating Holders or the Initial Purchasers, on the other hand, in connection with the statements or omissions that which resulted in such losses, claims, damages, liabilities expenses, liabilities, claims or expensesactions, as well as any other relevant equitable considerations. The relative fault of the Company Guarantor and the Issuer, on the one hand hand, and a participating Holder of the Holders or the Initial Purchasers, on the other hand hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged -omission to state a material fact omission relates to information supplied by the Company on Guarantor and the one hand Issuer or by such participating Holder on the other hand Holders or the Initial Purchasers and the parties' ’ relative intent, knowledge, access or 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 Guarantor, the Issuer, the Holders and the participating Holders Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 6 were determined by a pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to in Section 9(d6(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 96, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds total price at which the Registrable Securities giving rise to such participating contribution obligation and sold by such Holder were offered to the public exceeds the amount of any damages which such participating Holder 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) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements provisions contained in this Section 9 6 shall remain operative and in full force and effect, effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of an Indemniteeany Holder or the Initial Purchasers or any person controlling any Holder or Initial Purchaser, or the CompanyGuarantor, its or the Issuer, or the Guarantor’s or the Issuer’s officers or directors or officers, or any person controlling the Company, Guarantor or the Issuer and (iiiii) the sale of any termination of this AgreementRegistrable Security by any Holder.

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 each seller of Registrable Securities covered by a Registration Statement filed pursuant to this AgreementSelling Holder, and such seller's partnerseach underwriter or Agent in any underwritten or agented offering, directorseach Person, officersif any, employees and any Person who controls such seller under Selling Holder, underwriter or Agent within the meaning of the Securities Act (eachAct, an "Indemnitee") from and each officer, director, partner and employee, of such Selling Holder, underwriter, Agent and such controlling Persons, against any and all losses, claims, damages, liabilities and expenses (joint or several), including reasonable costs attorneys’ fees and disbursements and expenses of investigation) arising , incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, such registration statement or prospectus, including any preliminary prospectus or final prospectus or any “issuer free writing prospectus” as such term is defined in any amendment or supplement theretoRule 433 under the Securities Act, or arising out of any amendments or based upon any supplements thereto; or (ii) the omission or alleged omission to state therein 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 or allegedly necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or expenses rise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating Holder expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood; provided, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company indemnification required by this Section 6.1 shall not be liable for any apply to amounts paid in settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of if such settlement or judgment. (c) Each is effected without the consent of the participating HoldersCompany (which consent shall not be unreasonably withheld, severally conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or expense solely to the extent that it arises out of or is based upon (x) a Violation which occurs in reliance upon and not jointlyin conformity with written information furnished to the Company by the indemnified party for use in connection with such registration, agree or (y) the failure of any person entitled to indemnify and hold harmless indemnification hereunder to deliver or make available to a purchaser of Registrable Securities (to the Companyextent required by law), its directors, its officers who sign the a copy of any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or 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. 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 the Company such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only provided above with respect to information relating 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 Holder furnished in writing by underwriter or on behalf 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 losses, claims, damages, liabilities and expenses (joint and several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case solely to the extent that such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Holder or its Representatives or controlling persons expressly for use in connection with such registration; provided, however, that (x) the registration statementindemnification required by this Section 6.2 shall not apply to amounts paid in settlement of any such loss, prospectus claim, damage, liability or expense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) in no event shall the amount of any prepricing prospectus, or any amendment or supplement theretoindemnity under this Section 6.2 exceed the gross proceeds from the applicable offering received by such Selling Holder. 6.3. If Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, suit suit, proceeding, investigation or proceeding shall be brought against the Company, any of its directors, any threat thereof made in writing for which such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity indemnified party may be sought against any Holder pursuant to make a claim under this Section 9(c)6, such Holder indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the rights and duties given right to participate in, and, to the Company by Section 9(b) hereof (except that if extent the Company shall have assumed indemnifying party so desires, jointly with any other indemnifying party similarly given notice, to assume the defense thereof such Holder with counsel reasonably satisfactory to the parties; provided, however, that an indemnified party shall not be required have the right to do so, but may employ retain separate counsel therein in any such action, claim or proceeding and to participate in the defense thereof, but 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 (in which case the indemnifying party shall 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, if and only to the extent prejudicial to the indemnifying party, shall relieve such indemnifying party of any liability to the indemnified party under this Section 6 to the extent of such prejudice. Notwithstanding the foregoing, the indemnified party will have the absolute right to conduct and control, through counsel 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 be liable to an indemnified party for any settlement of any action, proceeding or claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed. No indemnifying party shall consent to any settlement of any action, 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 such counsel shall be at the Holder's expense)action, and the Company, its directors, proceeding or claim or that requires an admission of wrongdoing by any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveindemnified party. (d) 6.4. If the indemnification provided for in required by this Section 9 6 from the indemnifying party is unavailable to an indemnified party under paragraphs (a) or (c) hereof hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an 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 Company indemnifying party and of the participating Holders indemnified parties in connection with the statements or omissions actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand such indemnifying party and a participating Holder on the other hand indemnified parties shall be determined by reference to, among other things, whether the untrue any Violation has been committed by, 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 by, such indemnifying party or by such participating Holder on the other hand indemnified parties, and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereofViolation. The amount paid or payable by an indemnified a party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof above shall be deemed to include, subject to the limitations set forth abovein Section 6.1 and Section 6.2, any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit investigation or proceeding. Notwithstanding the provisions of . (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9, no participating Holder shall be required 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 contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionSection 6.4(i). No person 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 Person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party 6.5. If indemnification 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution available under this Section 9 shall be paid by 6, the indemnifying parties shall indemnify each indemnified party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained full extent provided in this Section 9 shall remain operative and in full force and effect, regardless 6 without regard to the relative fault of (i) any investigation made by such indemnifying party or on behalf of an Indemnitee, the Company, its directors or officers, indemnified party or any person controlling other equitable consideration referred to in Section 6.4. 6.6. The obligations of the CompanyCompany 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 (ii) any termination otherwise until the expiration of this Agreementthe applicable statute of limitations.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each seller Stockholder in any offering or sale of Registrable Securities covered by a Registration Statement filed Common Shares pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Common Shares, and each Person, if any, who controls such seller's partnersStockholder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, directorstrustees, officers, partners, agents, employees and any Person who controls such seller under the Securities Act (each, an "Indemnitee") from and affiliates against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigationattorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement or prospectus or in any amendment or supplement theretoin, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, an Issuer Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such losses, claims, damages, liabilities statements or expenses rise omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon on and in conformity with the information relating with respect to a participating Holder such Stockholder furnished in writing to the Company by such Stockholder or its counsel expressly for use therein, (B) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the Company has advised the Stockholders that the filing of an amendment or supplement thereto is required, except such Prospectus, Issuer Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 8(a), the Company shall not be liable to any such Stockholder or underwriter or to any other indemnified party under the indemnity agreement in this Section 8(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Stockholder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of a participating Holder expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havewith copies of the Prospectus as so amended or supplemented as required hereunder, such Stockholder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Common Shares by such indemnified party. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in In connection with any one such actionRegistration Statement filed pursuant to this Agreement, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, each Stockholder holding Registrable Common Shares to be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holderscovered thereby shall, severally and not jointlyjointly with any other Stockholders, agree to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directorseach Person, its officers if any, who sign the registration statementparticipates as an underwriter in any such offering and sale of Registrable Common Shares and each Person, and any person if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to the same extent as the foregoing indemnity from the Company to an Indemniteeany actual action, but only with respect to information relating to such Holder furnished in writing by suit, proceeding or on behalf investigation arising out of such Holder expressly for use in the registration statementor based upon any untrue or alleged untrue statement of a material fact contained in, prospectus or any prepricing prospectusomission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto. If to any of the foregoing, any Issuer Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Stockholder furnished in writing to the Company by such Stockholder or its counsel specifically for use therein; provided, however, that no Stockholder shall be required to indemnify the Company or any other indemnified party under this Section 11(b) with respect to any amount in excess of the amount of the total net proceeds received by such Stockholder from sales of the Registrable Common Shares of such Stockholder under such Registration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit suit, proceeding or proceeding investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to 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 have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the Companyindemnifying party of the commencement thereof, any of its directorsthe indemnifying party shall be entitled to participate therein and, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except extent that if the Company it shall have assumed the defense thereof such Holder shall not be required wish, jointly with any other indemnifying party similarly notified, to do so, but may employ separate counsel therein and participate in assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Stockholders holding Registrable Common Shares who are indemnified parties, selected by the Stockholders holding a Majority of the Registrable Common Shares held by all Stockholders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Stockholders holding Registrable Common Shares who are indemnified parties, selected by the Stockholders holding a Majority of the Registrable Common Shares who are indemnified parties (which selection shall be at reasonably satisfactory to the Holder's expenseCompany), and (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, its directorsin each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such officeraction, and suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such controlling person indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 11. No indemnified party shall have consent to entry of any judgment or entry into any settlement without the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveconsent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 9 11 is unavailable to an indemnified party under paragraphs (a) or (c) hereof hereunder in respect of any losses, claims, damages, liabilities or expenses referred to thereinLosses, then an the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses in such proportion as is appropriate to reflect the relative fault of the Company indemnifying party and of the participating Holders indemnified party in connection with the statements or omissions that actions which resulted in such lossesLosses, claimsas well as any other relevant equitable considerations; provided, damageshowever, liabilities or expensesthat no Stockholder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such Stockholder from sales of the Registrable Common Shares of the Stockholder under the applicable Registration Statement. The relative fault of the Company on the one hand such indemnifying party and a participating Holder on the other hand indemnified party shall be determined by reference to, among other things, whether the any action in question, including any untrue statement or alleged untrue statement of a material fact or the omission or alleged -omission omission to state a material fact fact, has been made by, or relates to information supplied by the Company on the one hand by, such indemnifying party or by such participating Holder on the other hand indemnified party, and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereofaction. The amount paid or payable by an indemnified a party as a result of the losses, claims, damages, liabilities and expenses Losses referred to in Section 9(d) hereof above shall be deemed to include, subject to the limitations set forth abovein Section 11(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit investigation or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 11(d). If indemnification is available under this Section 11, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 11(a) or 11(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 11(d). (e) The provisions of this Section 11 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) No indemnifying party shall, without the prior written consent The indemnification and contribution required by this Section 11 shall be made by periodic payments of the indemnified party, effect any settlement amount thereof during the course of any pending or threatened action, suit suit, proceeding or proceeding in respect of which any indemnified party is investigation, as and when invoices are received 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses Losses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

Indemnification; Contribution. (a) The Company agrees agrees, to the extent permitted by law, to indemnify and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this AgreementHolder and each Person, and such seller's partnersif any, directors, officers, employees and any Person who controls such seller under any Holder within the Securities meaning of Section 15 of the Act (eachor Section 20 of the Exchange Act, an "Indemnitee") from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or otherwise ("Indemnified Holder"), and to reimburse the Holders and such controlling Person or Persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as provided in Section 4(c) hereof, insofar as such losses, claims, damages, liabilities and expenses or actions, suits or proceedings (including reasonable costs of investigationgovernmental investigations) arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectusShelf Registration Statement, registration statement or, if any Shelf Registration Statement shall be amended or prospectus supplemented, in the Shelf Registration Statement as so amended or in any amendment or supplement theretosupplemented, or arising arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses rise actions arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission which has been was made therein in the Shelf Registration Statement or omitted therefrom in the Shelf Registration Statement as so amended or supplemented, in reliance upon and in conformity with the information relating to a participating Holder 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 a participating Holder expressly for use any Person, and the indemnity agreement contained in connection therewiththis Section 4 shall survive any termination of this Agreement. The foregoing indemnity agreement shall be liabilities of the Company in this Section 4 are in addition to any liability which other liabilities of the Company may otherwise haveunder this Agreement or otherwise. (b) Each Holder agrees, severally and not jointly, to the extent permitted by law, to indemnify, hold harmless and reimburse the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent and upon the same terms as the indemnity agreement of the Company set forth in Section 4(a) hereof, but only with respect to alleged untrue statements or omissions made in the Shelf Registration Statement or in the Shelf Registration Statement, as amended or supplemented (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 Company or any other Person, and the indemnity agreement contained in this Section 4(b) shall survive any termination of this Agreement. (c) If any a claim is made or an action, suit or proceeding shall be brought (including governmental investigations) is commenced or threatened against an Indemnitee in respect of any person as to which indemnity may be sought against the Companyunder Section 4(a) or 4(b) hereof, such Indemnitee Person (the "Indemnified Person") shall promptly notify the CompanyPerson 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 Company claim. Failure to so notify the Indemnifying Person shall not, however, relieve the Indemnifying Person from any liability which it may have on account of the indemnity under 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 thereofof any such litigation or proceeding, including the employment of counsel and the payment of all fees 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 expensesby the Company in the case of parties indemnified pursuant to Section 4(a) hereof. The Indemnitee Any Indemnified Person shall have the right to employ separate counsel participate in any such action, suit litigation or proceeding and to participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnitee Indemnified Person unless (xi) the Company has Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to pay the retention of such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, counsel or (zii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both (x) the Indemnifying Person and (y) the Indemnified Person and, in the written opinion of counsel to such Indemnitee and the CompanyIndemnified Person, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company both parties by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests likely conflicts of interest between them 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 which case clause (ii) above, and the Company 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 not have repay to the right to assume the defense Indemnifying Parties such fees and expenses of such action, suit or proceeding on behalf of such Indemnitee)separate counsel as the Indemnifying Person shall have reimbursed. It is understood, however, understood that the Company shallIndemnifying Person shall not, in connection with any one such action, suit litigation or proceeding or separate but substantially similar or related actions, suits litigation or proceedings in the same jurisdiction arising out of as to which the same general allegations or circumstancesIndemnified Persons are entitled to such separate representation, be liable under this Agreement for the reasonable fees and out-of-pocket expenses of only more than one separate firm of attorneys (in addition to any together with not more than one appropriate local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselvesIndemnified Persons. Subject to the next paragraph, and that 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 furtherance of the requirement above that fees and expenses of any separate counsel for the Indemnified Persons shall be reasonable, the Holders and the Company agree that the Indemnifying Person's obligations to pay such fees and expenses shall 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 preceding paragraph, the Indemnified Persons shall in good faith fully consult with the Indemnifying Person in advance as they are incurredto the selection of such counsel; (2) reimbursable fees and expenses of such separate counsel shall be detailed and supported in a manner reasonably acceptable to the 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, 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 cooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified Persons for which the Indemnifying Person is liable hereunder, and the Indemnified Person shall use every reasonable effort to cause such separate counsel to minimize the duplication of activities as between themselves and counsel to the Indemnifying Person. The Company Indemnifying Person shall not be liable for any settlement of any such action, suit litigation or proceeding effected without its the written consentconsent of the Indemnifying Person, but if settled with such written consent, consent or if them there be a final judgment for against the plaintiff in any such action, suit or proceedingIndemnified Person, the Company agrees Indemnifying Person agrees, subject to the provisions of this Section 4, to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, Indemnified Person from and against any loss, claim, damage, liability or expense expenses by reason of such settlement or judgment. (c) Each . The Indemnifying Person shall not, without the prior written consent of the participating HoldersIndemnified Persons, severally and not jointlyeffect any settlement of any pending or threatened litigation, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act proceeding or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and claim in respect of which indemnity may be has been properly sought against any Holder pursuant 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 this Section 9(c), such Holder shall have claims which are the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses subject matter of such counsel shall be at the Holder's expense)litigation, and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveproceeding or claim. (d) If the indemnification provided for in this Section 9 4 is unavailable to or insufficient to hold harmless an indemnified party Indemnified Person under paragraphs (a) or (c) hereof this Section 4 in respect of any losses, claims, damagesdamages or liabilities (or actions, liabilities suits or expenses proceedings (including governmental investigations) in respect thereof) referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, each Indemnifying Person under this Section 4 shall contribute to the amount paid or payable by such indemnified party Indemnified Person as a result of such losses, claims, damages, damages or liabilities (or expenses actions in respect thereof) in such proportion as is appropriate 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 Company one hand and of the participating Holders Indemnified Person on the other in connection with the statements or omissions that which resulted in such losses, claims, damagesdamages or liabilities (or actions, liabilities suits or expensesproceedings (including governmental investigations) in respect thereof), as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 omission to state a material fact relates to information supplied by the Company on the one hand or by such participating Holder the Holders on the other hand and the parties' relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) . The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 4 were determined by a pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that which does not take account of the equitable considerations referred to in this Section 9(d) hereof4. The amount paid or payable by an indemnified party Indemnified Person as a result of the losses, claims, damagesdamages or liabilities (or actions, liabilities and expenses suits or proceedings (including governmental proceedings) in respect thereof) referred to in this Section 9(d) hereof 4 shall be deemed to include, subject to the limitations set forth above, include any legal or other expenses reasonably incurred by such indemnified party Indemnified Person in connection with investigating any claim or defending any such actionactions, suit suits or proceedingproceedings (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 94, no participating Holder shall be required to contribute any amount in greater than the excess of the amount by which the proceeds 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 participating Holder exceeds for such Registrable Securities plus (B) the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding . The Holders' obligations 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party 4 to the indemnified party as such losses, claims, damages, liabilities or expenses contribute are incurredseveral in proportion to their respective obligations and not joint. The indemnity and agreement with respect to contribution agreements contained in this Section 9 4 shall remain operative and in full force and effect, effect regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, Company or any person controlling the CompanyHolder, and (ii) shall survive any termination of this Agreement.

Indemnification; Contribution. (a) The Company agrees Dealer Manager will indemnify, defend (subject to indemnify Section 4 of the Dealer Manager Agreement) and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this Agreementthe Wholesaler, its affiliates and such seller's partnerstheir respective officers, directors, officersshareholders, employees members, partners, other equity-holders and control persons (collectively, the “Other Indemnified Parties”), from and against any Person who controls such seller 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 their respective Other Indemnified Parties may become subject under the Securities Act (eachor the Exchange Act, an "Indemnitee") from and against any and all or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (including reasonable costs of investigationor actions in respect thereof) arising arise out of or are based upon upon: (i) any inaccuracy in or breach of a representation or warranty contained herein by the Dealer Manager, any breach of a covenant or agreement contained herein of the Dealer Manager, or any failure by the Dealer Manager to comply with state or federal securities law applicable to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement the information relating to the Dealer Manager that appears in the Dealer Manager Sections of the Prospectus or prospectus or in any amendment or supplement theretothereof, or arising arise out of or are based upon any the omission or alleged omission to state therein in the Dealer Manager Sections a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities ; and (iii) any unauthorized use of sales materials or expenses rise out use of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with unauthorized verbal representations concerning the information relating to a participating Holder furnished in writing to Offered Shares by the Company by or on behalf of a participating Holder expressly for use in connection therewithDealer Manager. The foregoing indemnity agreement shall be in addition to Dealer Manager will reimburse the Wholesaler and its Other Indemnified Parties for any liability which the Company may otherwise have. (b) If any actionlegal or other expenses reasonably incurred by such Wholesaler, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, its affiliates and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, their respective Other Indemnified Parties in connection with any one investigating or defending such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense action. (b) The Wholesaler will indemnify, defend and hold harmless the Dealer Manager, the Company 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 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 reason the Wholesaler, any breach of such settlement a covenant or judgmentagreement contained herein of the Wholesaler, or any failure by the Wholesaler to comply with state or federal securities laws applicable to the Offering; and (ii) any unauthorized use of sales materials or use of unauthorized verbal representations concerning the Shares by the Wholesaler. (c) Each Promptly after receipt by an indemnified party of notice of the participating Holderscommencement of any action, severally such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under this Section 8 unless and to the extent it did not jointlyotherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, agree in any event, relieve the indemnifying party from any obligations to indemnify any indemnified party other than the indemnification obligation provided in this Agreement. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and hold harmless expenses of any separate counsel retained by the Companyindemnified party or parties except as set forth below); provided, its directorshowever, its officers who sign that such counsel shall be subject to approval by the registration statementindemnified party, not to be unreasonably withheld or delayed. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ and select separate counsel (including local counsel), subject to approval by the indemnifying party not to be unreasonably withheld or delayed, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any person who controls such action include both the Company indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel for the indemnified party (subject to approval by the indemnified party not to be unreasonably withheld or delayed) to represent the indemnified party within the meaning of Section 15 a reasonable time after notice of the Securities Act institution of such action or Section 20 (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the Exchange Act, indemnifying party. An indemnifying party may settle or compromise or consent to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only entry of any judgment with respect to information relating to such Holder furnished in writing by any pending or on behalf of such Holder expressly for use in the registration statementthreatened claim, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity indemnification or contribution may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, hereunder but may employ separate counsel therein and participate in not do so without the defense thereofprior written consent of the indemnified parties, but the fees and expenses unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such counsel shall be at the Holder's expense)claim, and the Companyaction, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise havesuit or proceeding. (d) If the right to indemnification provided for in this Section 9 8 would by its terms be available to a person hereunder, but is held to be unavailable to an indemnified party under paragraphs (a) or (c) hereof in respect by a court of competent jurisdiction for any losses, claims, damages, liabilities or expenses referred to thereinreason, then an each indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such lossesLosses and expenses in respect thereof, claimsas incurred, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Company Dealer Manager and of the participating Holders Wholesaler, as applicable, in connection with the statements statements, omissions or omissions that other circumstances which resulted in such losses, claims, damages, liabilities Losses or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on Dealer Manager and the one hand and a participating Holder on the other hand Wholesaler, as applicable, 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 by such participating Holder on the other hand and the parties' ’ relative intent, knowledge, and access or information and opportunity to correct or prevent such statement or omission. (e) The Company and the participating Holders agree information. It is understood that it would not be just and equitable if contribution pursuant to this Section 9 8(d) were determined by a pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to above in this Section 9(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding8(d). Notwithstanding the provisions of this Section 98(d), no participating Holder the Dealer Manager shall not be required to contribute any amount in excess of the amount total price of the Offering Shares sold by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionit. 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. (f) No indemnifying party shall. For purposes of this Section 8(d), without the prior written consent each Other Indemnified Party affiliate of the indemnified party, effect any settlement Dealer Manager shall have the same rights to contribution as the Dealer Manager and each Other Indemnified Party of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could the Wholesaler shall 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 action, suit or proceedingsame rights to contribution as the Wholesaler. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

Indemnification; Contribution. (ai) The Company agrees to indemnify will indemnify, defend and hold harmless each seller holder of Registrable Securities covered by a Registration Statement filed Stockholder Shares included in any registration effected pursuant to this AgreementSection 7 and each underwriter of such securities, and each person, if any, who controls each such seller's holder and underwriter within the meaning of the Securities Act, and their respective partners, directors, officers, employees stockholders, members, employees, trustees, agents, advisors and any Person who controls such seller under the Securities Act Affiliates (each, an "Indemnitee") from and “Indemnified Person”), to the fullest extent enforceable under applicable law against any and all claims, losses, claimsdamages and liabilities (or actions or proceedings in respect thereof, damages, liabilities and expenses (including reasonable costs of investigationwhether or not such Indemnified Person is a party hereto) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prepricing prospectusDisclosure Package, registration statement Registration Statement, Prospectus or prospectus or in any amendment Free-Writing Prospectus or supplement thereto, or arising out of amendment thereto related to any such registration or based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and will reimburse each such Indemnified Person for any legal or any other expenses reasonably incurred in connection with investigating and/or defending (and/or preparing for any investigation or defense of) any such claim, except insofar as loss, damage, liability, action or proceeding; provided that the Company will not be liable in any such lossescase to any such Indemnified Person if, claimsbut only to the extent that, damagesany such claim, liabilities loss, damage, liability, action, proceeding or expenses rise expense is finally determined by a court of competent jurisdiction to arise out of or are based upon result from any untrue statement in or omission or alleged untrue statement or omission which has been made therein or omitted therefrom from written information about such Indemnified Person in reliance upon its capacity as a stockholder of the Company and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating Holder expressly an instrument duly executed by such Indemnified Person and stated to be specifically for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havetherein. (bii) If Each holder of Stockholder Shares will, on a several (not joint) basis, if Stockholder Shares held by such holder are included in a registration effected pursuant to this Section 7, indemnify, defend and hold harmless the Company, each of its directors and officers who signs the related Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act and each other holder of Stockholder Shares whose Shares are included in such registration to the fullest extent enforceable under applicable law against all claims, losses, damages and liabilities (or actions or proceedings in respect thereof, whether or not the Company is a party hereto) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Disclosure Package, Registration Statement, Prospectus or Free-Writing Prospectus or supplement or amendment related to any such registration or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and will reimburse the Company, such directors, officers and controlling persons and such other holders for any legal or any other expenses reasonably incurred in connection with investigating and/or defending (and/or preparing for any investigation or defense of) any such claim, loss, damage, liability, action or proceeding, in each case to the extent, but only to the extent, that any such claim, loss, damage, liability, action, suit proceeding or proceeding shall expense is finally determined by a court of competent jurisdiction to arise out of or result from any untrue statement in or omission from written information about such holder in its capacity as a stockholder of the Company and furnished to the Company by an instrument duly executed by such holder and stated to be brought against an Indemnitee specifically for use therein; provided that the liability of any such holder under this Section 7(f) (whether in respect of indemnification or contribution obligations) shall be limited to the net sales proceeds actually received by such holder as a result of the sale by it of Stockholder Shares in such registration. (iii) Each party entitled to indemnification under this Section 7(f) (the “Indemnified Party”) shall give notice to each party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought against sought, provided that the Companyfailure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7(f), except to the extent that the Indemnifying Party is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such Indemnitee failure. If notice of commencement of any such action is given to the Indemnifying Party as provided above, the Indemnifying Party shall promptly notify be entitled to participate in and, to the Companyextent it may wish, and the Company shall jointly with any other Indemnifying Party similarly notified, to assume the defense thereofof such claim or any litigation resulting therefrom at its own expenses, including with counsel chosen by it, which counsel shall be approved by the employment of counsel and payment of all fees and expensesIndemnified Party (whose approval shall not unreasonably be withheld). The Indemnitee shall have the right to Each Indemnified Party may employ separate counsel in any such action, suit or proceeding and to participate in the defense thereofsuch defense, but the fees and expenses of such counsel shall be at paid by the expense of such Indemnitee Indemnified Party unless (xa) the Company has agreed in writing Indemnifying Party agrees to pay such fees and expensesexpenses of such counsel, (yb) the Company has failed Indemnifying Party fails to assume the defense and employ counsel, of such action with counsel reasonably satisfactory to the Indemnified Party or (zc) the named parties to any such action, suit or proceeding action (including any impleaded parties) include both such Indemnitee the Indemnifying Party and the Company, Indemnified Party and such Indemnitee shall have the Indemnified Party has been advised by its counsel that either (1) representation of such Indemnitee Indemnified Party and the Company Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (whether 2) there may be one or not more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In any of such representation by cases, the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding action on behalf of such Indemnitee). It is Indemnified Party, it being understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, Indemnifying Party shall not be liable for the reasonable fees and expenses of only more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. The Company No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation. No Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected entered into without its written consent, but if settled which consent shall not be unreasonably withheld. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason defense of such settlement claim or judgmentlitigation resulting therefrom. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise have. (div) If the indemnification provided for in this Section 9 7(f) is held by a court of competent jurisdiction to be unavailable to an indemnified party under paragraphs (a) Indemnified Party with respect to any claim, loss, damage, liability or (c) hereof in respect of any losses, claims, damages, liabilities or expenses expense referred to thereinherein, then an indemnifying partyeach Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party hereunder, shall severally, and not jointly, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such lossesclaim, claimsloss, damagesdamage, liabilities liability or expenses expense in such proportion as is appropriate to reflect the relative fault of the Company and Indemnifying Party, on the one hand, or of the participating Holders Indemnified Party, on the other hand, in connection with the statements such claim, loss, damage, liability or omissions that resulted in such lossesexpense, claims, damages, liabilities or expensesas well as any other relevant equitable considerations. The relative fault of the Company on Indemnifying Party and of the one hand and a participating Holder on the other hand Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged -omission omission to state a material fact relates to information supplied by the Company on the one hand such Indemnifying Party or by such participating Holder on the other hand Indemnified Party and the parties' ’ relative intent, knowledge, access or information to information, and opportunity to correct or prevent such statement or omission. . The amount paid or payable by a party as a result of any claim, loss, damage, liability or expense referred to above shall be deemed to include, subject to the limitations set forth in Section 7(f)(ii) and (eiii) above, any legal or other fees, changes or expenses reasonably incurred by such party in connection with any investigation or proceeding. Anything to the contrary notwithstanding, the total amount to be contributed by any holder of Stockholder Shares shall be limited to the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Stockholder in the offering. The Company and the participating Holders parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9 7(f)(iv) were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionimmediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning meeting of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.”

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 each seller Holder, each Person, if any, who controls any Holder within the meaning of Registrable the Securities covered by a Registration Statement filed pursuant to this AgreementAct, and each officer, director, trustee, partner and employee of any Holder and such seller's partnerscontrolling Person, directors, officers, employees and any Person who controls such seller under the Securities Act (each, an "Indemnitee") from and against any and all losses, claims, damages, liabilities and expenses (joint or several), including reasonable costs attorneys' fees and disbursements and reasonable expenses of investigation) arising , incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively, a "VIOLATION"): (a) Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any prepricing prospectus, registration statement or preliminary prospectus or in any amendment or supplement theretofinal prospectus contained therein, or arising out of any amendments thereof or based upon any supplements thereto; or (b) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; PROVIDED, except HOWEVER, that the indemnification required by this SECTION 6.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with information related to the indemnified party furnished to the Company by the indemnified party in writing expressly for use in connection with such registration statement; and PROVIDED, FURTHER, that the indemnity agreement contained in this SECTION 6 shall not apply to the extent that any such loss is based on or arises out of (A) any matter covered by SECTION 6.2 for which the Selling Holders are required to indemnify the Company, (B) 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 an underwriter was under an obligation to deliver such final prospectus and failed to do so or (C) the Holders' failure to comply with applicable prospectus delivery requirements. 6.2. To the extent permitted by applicable law, each Holder, severally and not jointly, shall indemnify and hold harmless the Company, and each of the officers, employees and directors of the Company who shall have signed the registration statement, and each Person, if any, who controls the Company within the meaning of the Securities Act, against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and disbursements and reasonable expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding an investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such losses, claims, damages, liabilities or and expenses rise arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom Violation, in each case to the extent that such Violation occurs in reliance upon and in conformity with the information relating related to a participating such Holder and furnished by such Holder in writing to the Company by or on behalf of a participating Holder expressly for use in connection therewith. The foregoing with such registration; PROVIDED, HOWEVER, that in no event shall the aggregate amount of any indemnity agreement shall be in addition to obligation of any liability which Holder under this SECTION 6.2 together with any contribution obligation under SECTION 6.4 exceed the Company may otherwise haveproceeds (net of any underwriting discounts or commissions) from the applicable offering received by such Holder. (b) If 6.3. Promptly after receipt by an indemnified party under this SECTION 6 of notice of the commencement of any action, suit suit, proceeding, investigation or proceeding shall be brought against an Indemnitee threat thereof made in respect of writing for which indemnity such indemnified party may be sought against the Companymake a claim under this SECTION 6, such Indemnitee indemnified party shall promptly notify deliver to the Company, indemnifying party a written notice thereof and the Company indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereofthereof with counsel mutually satisfactory to the parties; PROVIDED, including HOWEVER, that an indemnified party shall have the employment right to retain its own counsel if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts or differing interests between such indemnified party and payment any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of all any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this SECTION 6 to the extent of such prejudice but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this SECTION 6. Any fees and expensesexpenses 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). The Indemnitee Except as set forth above, any such indemnified party shall have the right to employ separate counsel in any such action, suit claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense expenses of such Indemnitee unless indemnified party unless: (xi) the Company indemnifying party has agreed in writing to pay such fees and expenses, or (yii) the Company has indemnifying party shall have failed to promptly assume the defense and employ counselof such action, claim or proceeding; or (ziii) the named parties to any such action, suit claim or proceeding (including any impleaded parties) include both such Indemnitee indemnified party and the Companyindemnifying party, and such Indemnitee indemnified party shall have been advised by its counsel that representation there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such Indemnitee and the Company defenses would create a conflict of interest such that counsel employed by the same counsel would be inappropriate under applicable standards of professional conduct (whether or indemnifying party could not such representation by faithfully represent the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such actionindemnified parry, suit or proceeding on behalf of such Indemnitee). It is it being understood, however, that the Company shallindemnifying party shall not, in connection with any one such action, suit claim or proceeding or separate but substantially similar or related actions, suits 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 only more than one separate firm of attorneys (in addition to any together with appropriate local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgmentindemnified parties. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto6.4. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise have. (d) If the indemnification provided for in required by this Section 9 SECTION 6 from the indemnifying party is unavailable to an indemnified party under paragraphs (a) or (c) hereof hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an in this SECTION 6: (a) 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 Company indemnifying party and of the participating Holders indemnified parties in connection with the statements or omissions that actions which resulted in such losses, claims, damages, liabilities or expenses. The relative fault of the Company on the one hand such indemnifying party and a participating Holder on the other hand indemnified parties shall be determined by reference to, among other things, whether the untrue any Violation has been committed by, 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 by, such indemnifying party or by such participating Holder on the other hand indemnified parties, and the parties' relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereofViolation. The amount paid or payable by an indemnified a party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof above shall be deemed to include, subject to the limitations set forth above, in SECTION 6.1 and SECTION 6.2. any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit investigation or proceeding. Notwithstanding . (b) 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 which does not take into account the provisions of this Section 9, no participating Holder shall be required relative fault referred to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionSECTION 6.4(a). No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. (fc) No indemnifying party shall, without In no event shall the prior written consent of the indemnified party, effect any settlement aggregate amount of any pending contribution obligation from any Selling Holder under this SECTION 6.4 together with any indemnification obligation under SECTION 6.2 exceed the proceeds (net of any underwriting commissions or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder discounts) from the applicable offering received 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 action, suit or proceedingHolder. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry 6.5. If indemnification is entitled to indemnification or contribution available under this Section 9 shall be paid by 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 as such losses, claims, damages, liabilities or expenses are incurredany other equitable consideration referred to in SECTION 6.4. 6.6. The indemnity obligations of the Company and contribution agreements contained in the Holders under this Section 9 SECTION 6 shall remain operative and in full force and effect, regardless survive the completion of (i) any investigation made by or on behalf offering of an Indemnitee, the Company, its directors or officers, or any person controlling the CompanyRegistrable Securities pursuant to a registration statement under this Agreement, and (ii) any termination of this Agreementotherwise.

Indemnification; Contribution. (a) The Company shall, and hereby agrees to to, indemnify and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this Agreementthe Participating Holder and its partners, and such seller's partnersmembers, directors, officers, employees and controlling Persons, if any, in any Person who controls such seller under offering or sale of the Securities Act (eachParticipating Shares pursuant to a registration statement hereunder, an "Indemnitee") from and against any and all losses, claims, damagesdamages (including reasonable attorney’s fees) or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable costs fees of investigationcounsel) arising (collectively, “Claims”) to which each such indemnified party may become subject (and the Company will pay to the Participating Holder or other aforementioned person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any Claim as such expenses are incurred), insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon any (i) an untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectusregistration statement, registration statement or any preliminary or final prospectus contained therein, or in any amendment or supplement thereto, or arising any document incorporated by reference therein, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in each case in light of the circumstances in which they were made, not misleading or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; provided, that the Company shall not be liable to the Participating Holder 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 written information furnished to the Company by the Participating Holder with respect to such Participating Holder expressly for use therein, by such Participating Holder’s failure to furnish the Company, upon request, with the information with respect to such Participating Holder, or such Participating Holder’s intended method of distribution, that is the subject of the untrue statement or omission, or if such Participating Holder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Participating Holder, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The Participating Holder shall, and hereby agrees to, indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, in any offering or sale of Participating Shares pursuant to a registration statement hereunder, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any 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 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 rise out of or are based upon in each case only with respect to any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the written information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating the Participating Holder expressly for use in connection therewith. The foregoing the preparation of such registration statement or prospectus or any amendment or supplement thereto; provided, that in no event shall any indemnity agreement shall be in addition to any under this Section 2.05 exceed the net proceeds from the offering received by such Participating Holder unless such liability which the Company may otherwise havearises out of or is based on fraud or willful misconduct by such Participating Holder as finally determined by a court of competent jurisdiction. (bc) If Promptly after receipt by an indemnified party under Section 2.05(a) or Section 2.05(b) of written notice of the commencement of any actionaction or proceeding for which indemnification under Section 2.05(a) or Section 2.05(b) may be requested, suit such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an Indemnitee in respect indemnifying party of which indemnity may be sought against the Companycommencement thereof, such Indemnitee indemnifying party shall promptly notify be entitled to participate therein and, to the Companyextent that it shall determine, and the Company shall jointly with any other indemnifying party similarly notified, to assume the defense thereof, including with counsel reasonably satisfactory to such indemnified party, and, after notice from the employment indemnifying party to such indemnified party of counsel and payment of all fees and expenses. The Indemnitee shall have the right its election so to employ separate counsel in any such action, suit or proceeding and to participate in assume the defense thereof, but such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the fees and expenses defense thereof other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) days after receiving notice from such counsel shall be at indemnified party that the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company indemnified party believes it has failed to assume do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the defense and employ counsel, indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (ziii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that if representation of such Indemnitee and the Company both parties by the same counsel would be is otherwise inappropriate under applicable standards of professional conduct (whether or not conduct, then, in any such representation by case, the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company indemnified party shall not have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel’s fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of such actiona claim, suit or proceeding on behalf of such Indemnitee). It is understood, however, that it will not be obligated to pay the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only more than one separate firm of attorneys (in addition counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any local counselliability for any settlement made without its consent, which shall not be unreasonably withheld, conditioned or delayed. No indemnifying party shall, without the prior written consent of the indemnified party (which shall not be unreasonably withheld, conditioned or delayed), compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 2.05(a) at any time for all such Indemnitees or Section 2.05(b) (whether or not having the indemnified party is an actual or potential differing interests among themselvesparty thereto), unless such compromise, consent or settlement is solely for monetary damages and includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall does not be liable for any settlement include a statement or admission of any such actionfault, suit culpability or proceeding effected without its written consenta failure to act, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveindemnified party. (d) If The Participating Holder and the Company agree that if, for any reason, the indemnification provided for in this provisions contemplated by Section 9 is 2.05(a) or Section 2.05(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses Claims referred to therein, then an each indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses Claims in such proportion as is appropriate to reflect the relative fault of the Company indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of the participating Holders in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expensessecurities. The relative fault of the Company on the one hand such indemnifying party and a participating Holder on the other hand indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged -omission omission to state a material fact relates to information supplied by the Company on the one hand such indemnifying party or by such participating Holder on the other hand indemnified party, and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e. If, however, the allocation in the first sentence of this Section 2.05(d) The Company is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault, but also the relative benefits of the indemnifying party and the participating Holders indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 9 2.05(d) were to be determined by a pro rata allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions preceding sentences of this Section 9, no participating Holder shall be required to contribute 2.05(d). Notwithstanding any amount in excess of the amount foregoing, in no event shall any contribution by which any Participating Holder under this Section 2.05(d), when combined with any amounts payable or paid by such Participating Holder under Section 2.05(b), exceed the net proceeds to from the offering received by such participating Holder exceeds the amount Participating Holder, unless such liability arises out of any damages which or is based on fraud or willful misconduct by such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionParticipating Holder. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

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 each seller of Registrable Securities covered harmless, to the fullest extent permitted by a Registration Statement filed pursuant to this AgreementLaw, and such seller's partnersStockholder, its Affiliates, directors, officers, employees officers and any stockholders and each Person who controls such seller under Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (eachcollectively, an "Indemnitee"the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable costs of investigationattorneys’ fees) arising out of joint or based upon several caused by any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement part of any Registration Statement or any preliminary or final prospectus used in connection with the Registrable Securities or in any amendment or supplement theretoIssuer FWP, 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 (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as such ; provided that the Company will not be required to indemnify any Indemnified Person for any losses, claims, damages, liabilities liabilities, judgments, actions or expenses rise out of or are based upon resulting from any such untrue statement or omission or alleged if such untrue statement or omission which has been was made therein or omitted therefrom in reliance upon on and in conformity with the information relating with respect to a participating Holder any Indemnified Person furnished in writing to the Company in writing by or on behalf of a participating Holder Stockholder expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havetherein. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in In connection with any one such actionRegistration Statement, suit preliminary or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consentfinal prospectus, or if them be a final judgment for the plaintiff in any such actionIssuer FWP, suit or proceeding, the Company Stockholder agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directorsDirectors, its officers who sign the registration statementsuch Registration Statement and each Person, and any 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, ) to the same extent as the foregoing indemnity from the Company to an IndemniteeStockholder, but only with respect to information relating with respect to such Holder any Indemnified Person furnished to the Company in writing by or on behalf of such Holder Stockholder expressly for use in the registration statementsuch Registration Statement, prospectus preliminary or any prepricing final prospectus, or Issuer FWP. (c) In case any amendment or supplement thereto. If any actionclaim, suit action or proceeding shall be brought against the Company, (including any of its directors, governmental investigation) is instituted involving any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and Person in respect of which indemnity may be sought pursuant to Section 3.08(a) or (b), such Person (hereinafter called the “indemnified party”) will (i) promptly notify the Person against any Holder whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing; provided that the failure to give such notice shall not relieve the indemnifying party of its obligations pursuant to this Section 9(c)Agreement except to the extent such indemnifying party has been prejudiced in any material respect by such failure; (ii) permit the indemnifying party to assume the defense of 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 Holder shall counsel related to such claim, action or proceeding. In any such claim, action or proceeding, any indemnified party will have the rights and duties given right to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall will be at the Holder's expense)expense of such indemnified party (without prejudice to such indemnified party’s indemnity and other rights under the Charter, By-Laws and applicable Law, if any) unless (A) the indemnifying party and the indemnified party have mutually agreed to the retention of 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, its directorsthat 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 of such claim and employ counsel reasonably satisfactory to the indemnified party. It is understood that the indemnifying party will not, in connection with any such officerclaim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be expenses of more than one separate firm of attorneys (in addition to any liability which the participating Holders may otherwise have. (d) If the indemnification provided local counsel at any time for in this Section 9 is unavailable to an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying party, in lieu of indemnifying all such indemnified party, shall contribute to the amount paid or payable by parties) and that all such indemnified party as reasonable fees and expenses will be reimbursed reasonably promptly following a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Company and of the participating Holders in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 by such participating Holder on the other hand and the parties' relative intent, knowledge, access or information and opportunity to correct or prevent such statement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable written request by an indemnified party as a result 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 lossesretention of any such separate firm for the indemnified parties, claimssuch firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement of any claim, damagesaction or proceeding effected without its written consent (which consent shall not be unreasonably withheld), liabilities and expenses referred 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 in Section 9(d) hereof shall be deemed to include, subject to indemnify the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating from and against any claim loss or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay liability by reason of such untrue settlement or alleged untrue statement or omission or alleged omissionjudgment. No person guilty 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 fraudulent misrepresentation 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 (within the meaning of Section 11(fi) such settlement is entered into more than 45 days after receipt by such indemnifying party of the Securities Actaforesaid request and (ii) shall be entitled 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 contribution from any person who was not guilty the propriety of such fraudulent misrepresentation. (f) reimbursement prior to the date of such settlement. No indemnifying party shallwill, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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-an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. (gd) Any 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 liabilities, judgments, actions or expenses for which an indemnified parry is entitled referred to indemnification or contribution under in this Section 9 shall be 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 to the and indemnified party as in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effectexpenses, regardless of as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) any investigation made is not permitted by or on behalf 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 an Indemnitee, the Company, its directors on the one hand, and Stockholder, on the other, in connection with the statements or officersomissions 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 any person controlling the Companyrelates to information supplied by, such indemnifying party or indemnified party, and (ii) any termination of this Agreement.the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such

Indemnification; Contribution. (a) The Company agrees and the Subsidiary Guarantor, jointly and severally, agree to indemnify indemnify, defend and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, Holder and such seller's partners, directors, officers, employees and any Person each person who controls such seller under any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an "Indemnitee") a “Holder Indemnified Party”), from and against any and all lossesloss, claimsdamage, damagesexpense, liabilities and expenses liability or claim (including the reasonable costs cost of investigation) arising ), which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement Shelf Registration Statement or prospectus Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such lossesloss, claimsdamage, damagesexpense, liabilities liability or expenses rise claim arises out of or are is based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein of a material fact contained in, or omitted therefrom from any Shelf Registration Statement or Prospectus or in reliance upon and any amendment or supplement thereto or any preliminary prospectus, in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of any Holder to the Company or the Subsidiary Guarantor expressly for use therein. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company and the Subsidiary Guarantor, their directors and officers and any person who controls the Company and the Subsidiary Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a participating “Company Indemnified Party”) from and against any loss, damage, expense, liability or claim (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, expense, liability or claim 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 or the Subsidiary Guarantor expressly for use 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 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 therewithwith such information. The foregoing indemnity agreement In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in addition amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to any liability which the Company may otherwise haveShelf Registration Statement giving rise to such indemnification obligation. (bc) If any action, suit or proceeding shall be (each, a “Proceeding”) is brought against an Indemnitee any person in respect of which indemnity may be sought against the Companypursuant to either subsection (a) or (b) of this Section 6, such Indemnitee person (the “Indemnified Party”) shall promptly notify the Company, person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Company Indemnifying Party shall assume the defense thereofof such Proceeding; provided, including however, that the employment of counsel and payment of all fees and expensesomission to notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise except to the extent such Indemnifying Person has been materially prejudiced by such failure. The Indemnitee Such Indemnified Party shall have the right to employ separate its own counsel in any such action, suit or proceeding and to participate in the defense thereofcase, but the fees and expenses of such counsel shall be at the expense of such Indemnitee Indemnified Party unless (x) the Company has agreed in writing to pay employment of such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee counsel shall have been advised authorized in writing by its such Indemnifying Party in connection with the defense of 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 representation of there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them Indemnifying Party (in which case the Company such Indemnifying Party shall not have the right to assume direct that portion of the defense of such action, suit or proceeding Proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consentIndemnified Party, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but Indemnifying Party may employ separate counsel therein and participate in the defense thereof, thereof but the fees and expenses of such counsel shall be at the Holder's expenseexpense of such Indemnifying Party), in any of which events such reasonable fees and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement 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 addition 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 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 participating Holders may otherwise havesubject 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 9 6 is unavailable to an indemnified party Indemnified Party under paragraphs subsections (a) or and (cb) hereof of this Section 6 in respect of any losses, claimsdamages, damagesexpenses, liabilities or expenses claims referred to therein, then an indemnifying partyeach applicable Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claimsdamages, damagesexpenses, liabilities or expenses claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company 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 participating Holders on the other in connection with the statements or omissions that omissions, which resulted in such losses, claimsdamages, damagesexpenses, liabilities or expensesclaims, as well as any other relevant equitable considerations. The relative fault of the Company and the Subsidiary Guarantor on the one hand and a participating Holder 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 the omission or alleged -omission to state a material fact omission relates to information supplied by the Company on Company, the one hand Subsidiary Guarantor or by such participating Holder on the other hand Holders and the parties' ’ relative intent, knowledge, access or 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 Company, the Subsidiary Guarantor and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 6 were determined by a pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to in Section 9(dsubsection (d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 96, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds total price at which the Registrable Securities sold by it were offered to such participating Holder the public exceeds the amount of any damages damages, which such participating Holder 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) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements provisions contained in this Section 9 6 shall remain operative and in full force and effect, effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of an Indemniteeany Holder or any person controlling any Holder, or the Company, its the Subsidiary Guarantor or their officers or directors or officers, or any person controlling the Company, Company or the Subsidiary Guarantor and (iiiii) the sale of any termination of this AgreementRegistrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, and such seller's partners, directors, officers, employees and any Person who controls such seller under the Securities Act (each, an "Indemnitee") from and against any and all losses, claims, damages, liabilities and 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 prepricing prospectus, registration statement or prospectus or in any amendment or supplement 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, except insofar as such losses, claims, damages, liabilities or expenses rise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating Holder expressly for use in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating Holders, severally and not jointly, agree to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise have. (d) If the indemnification provided for in this Section 9 is unavailable to an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an 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 Company and of the participating Holders in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 by such participating Holder on the other hand and the parties' relative intent, knowledge, access or information and opportunity to correct or prevent such statement or omission. (e) The Company and the participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry party is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of an Indemnitee, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each seller Initial Purchaser, each Holder, each person, if any, who controls any Initial Purchaser or Holder within the meaning of Registrable Section 15 of the Securities covered by Act or Section 20 of the Exchange Act (a Registration Statement filed pursuant to this Agreement, “Controlling Person”) and such seller's partnersthe respective officers, directors, officerspartners, employees employees, representatives and agents of any Initial Purchaser, the Holders or any Controlling Person who controls such seller under the Securities Act (each, an "Indemnitee") “Indemnified Party”), from and against any and all lossesloss, claimsdamage, damagesexpense, liabilities and expenses liability, claim or any actions in respect thereof (including the reasonable costs cost of investigation) arising 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 prepricing prospectusShelf Registration Statement or Prospectus, registration statement or prospectus including any document incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses rise arises out of or are is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that (i) 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 which has been made therein of a material fact contained in, or omitted therefrom in reliance upon from, and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of an Initial Purchaser or a participating Holder to the Company expressly for use therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, 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 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 therewith. The foregoing 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 if the Company had previously furnished copies thereof to such Holder; provided further, however, that this indemnity agreement shall will be in addition to any liability which the Company may otherwise havehave to such Indemnified Party. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating HoldersHolder, severally and not jointly, agree agrees to indemnify indemnify, defend and hold harmless the Company, its directors, its officers who sign the registration statementofficers, 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 “Company 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 Company Indemnified Party may incur or become subject to under the Securities Act, to the same extent Exchange Act or otherwise, insofar as the foregoing indemnity from the Company to an Indemniteesuch loss, but only with respect to 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 information relating to such Holder furnished in writing by or on behalf of such Holder to the Company expressly for use in the registration statementany Shelf Registration Statement or Prospectus, prospectus or including any prepricing prospectusdocument incorporated by reference therein, or in any amendment or supplement theretothereto 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; and, subject to the limitation set forth immediately preceding this clause, each Holder shall reimburse the Company for any legal or other expenses reasonably incurred by the Company or any such controlling 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 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 of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation, absent fraud on the part of such Holder. (c) If any action, suit or proceeding shall be (each, a “Proceeding”) is brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to either subsection (a) or (b) of this Section 9(c)6, such Holder 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 shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise. Such Indemnified Party shall have the rights and duties given right to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof employ its own counsel in any such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereofcase, but the fees and expenses of such counsel shall be at the Holder's expenseexpense 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 Companyexpenses 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, its directorsbut 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 officersettlement. Notwithstanding the foregoing sentence, and if at any such controlling person 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 rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement 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 addition 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 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 which on claims that are the participating Holders may otherwise havesubject 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 9 6 is unavailable to an indemnified party Indemnified Party under paragraphs subsections (a) or and (cb) hereof of this Section 6 in respect of any losses, claims, damages, liabilities expenses, liabilities, claims or expenses actions referred to therein, then an indemnifying partyeach applicable Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, liabilities expenses, liabilities, claims or expenses actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and 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 participating Holders or the Initial Purchasers on the other in connection with the statements or omissions that which resulted in such losses, claims, damages, liabilities expenses, liabilities, claims or expensesactions, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder 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 the omission or alleged -omission to state a material fact omission relates to information supplied by the Company on the one hand or by such participating Holder on the other hand Holders or the Initial Purchasers and the parties' ’ relative intent, knowledge, access or 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 Company, the Holders and the participating Holders Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 6 were determined by a pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to in Section 9(dsubsection (d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 96, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds total price at which the Registrable Securities sold by it were offered to such participating Holder the public exceeds the amount of any damages which such participating Holder 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) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements provisions contained in this Section 9 6 shall remain operative and in full force and effect, effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of an Indemniteeany Holder or the Initial Purchasers or any person controlling any Holder or Initial Purchaser, or the Company, its or the Company’s officers or directors or officers, or any person controlling the Company, Company and (iiiii) the sale of any termination of this AgreementRegistrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, Notice Holder and such seller's partners, directors, officers, employees and any Person each person who controls such seller under any Notice Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a "IndemniteeHolder Indemnified Party") ), from and against any and all lossesloss, claimsdamage, damagesexpense, liabilities and expenses liability or claim (including the reasonable costs cost of investigation) arising which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement Shelf Registration Statement or prospectus Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such lossesloss, claimsdamage, damagesexpense, liabilities liability or expenses rise claim arises out of or are is based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein of a material fact contained in, or omitted therefrom in reliance upon from, and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of any Notice Holder or any person, if any, who controls a participating Notice Holder to the Company expressly for use in connection therewith. The foregoing therein and except that this indemnity agreement shall be in addition not apply to any loss, damage, expense, liability which or claim (1) arising from an offer or 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 may otherwise havea Deferral Notice prior to the making of 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 of a material fact and the Company had previously provided to such Notice Holder such most recent Prospectus, as amended or supplemented, in a timely manner and in requisite quantities so as to timely permit such delivery by the Notice Holder. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating HoldersNotice Holder, severally and not jointly, agree agrees to indemnify indemnify, defend and hold harmless the Company, its directors, its directors and officers who sign the registration statement, 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 "Company Indemnified Party") from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which such Company Indemnified Party may incur under the Securities Act, to the same extent Exchange Act or otherwise, insofar as the foregoing indemnity from the Company to an Indemniteesuch loss, but only with respect to 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 information relating to such Holder furnished in writing by or on behalf of such Notice Holder to the Company expressly for use in the registration statement, prospectus any Shelf Registration Statement or any prepricing prospectus, Prospectus or in any amendment or supplement theretothereto 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) If any action, suit or proceeding shall be (each, a "Proceeding") is brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to either subsection (a) or (b) of this Section 9(c)6, such Holder 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 shall not relieve such Indemnifying Party from any liability 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 this Agreement. Such Indemnified Party shall have the rights and duties given right to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof employ its own counsel in any such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereofcase, but the fees and expenses of such counsel shall be at the Holder's expenseexpense 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 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 the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement 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 addition 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 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 participating Holders may otherwise havesubject 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 9 6 is unavailable to an indemnified party Indemnified Party under paragraphs subsections (a) or and (cb) hereof of this Section 6 in respect of any losses, claimsdamages, damagesexpenses, liabilities or expenses claims referred to therein, then an indemnifying partyeach applicable Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claimsdamages, damagesexpenses, liabilities or expenses claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holders on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the participating Holders on the other in connection with the statements or omissions that which resulted in such losses, claimsdamages, damagesexpenses, liabilities or expensesclaims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder 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 the omission or alleged -omission to state a material fact omission relates to information supplied by the Company on the one hand or by such participating Holder on the other hand Holders and the parties' relative intent, knowledge, access or 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 participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 6 were determined by a pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to in Section 9(dsubsection (d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 96, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds total price at which the Registrable Securities sold by it were offered to such participating Holder the public exceeds the amount of any damages which such participating Holder 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) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements provisions contained in this Section 9 6 shall remain operative and in full force and effect, effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of an Indemniteeany Holder or any person controlling any Holder, or the Company, its or the Company's officers or directors or officers, or any person controlling the Company, Company and (iiiii) the sale of any termination of this AgreementRegistrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees to indemnify indemnify, defend and hold harmless each seller Initial Purchaser, each Holder, each person, if any, who controls any Initial Purchaser or Holder within the meaning of Registrable Section 15 of the Securities covered by Act or Section 20 of the Exchange Act (a Registration Statement filed pursuant to this Agreement, “Controlling Person”) and such seller's partnersthe respective officers, directors, officerspartners, employees employees, representatives and agents of the Initial Purchasers, the Holders or any Controlling Person who controls such seller under the Securities Act (each, an "Indemnitee") “Indemnified Party”), from and against any and all lossesloss, claimsdamage, damagesexpense, liabilities and expenses liability, claim or any actions in respect thereof (including the reasonable costs cost of investigation) arising 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 prepricing prospectusShelf Registration Statement or Prospectus, registration statement or prospectus including any document incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses rise arises out of or are is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, damage, expense, liability, claim or action in respect thereof; provided, however, that (i) 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 which has been made therein of a material fact contained in, or omitted therefrom in reliance upon from, and in conformity with the information relating to a participating Holder furnished in writing to the Company by or on behalf of a participating an Initial Purchaser or Holder to the Company expressly for use therein, including without limitation all information, to the extent provided by such Holder, regarding such Holder and its affiliates included in a Notice and Questionnaire provided by such Holder to the Company, and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, 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 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 therewith. The foregoing 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 if the Company had previously furnished copies thereof to such Holder; provided further, however, that this indemnity agreement shall will be in addition to any liability which the Company may otherwise havehave to such Indemnified Party. (b) If any action, suit or proceeding shall be brought against an Indemnitee in respect of which indemnity may be sought against the Company, such Indemnitee shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Indemnitee shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if them be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) Each of the participating HoldersHolder, severally and not jointly, agree agrees to indemnify indemnify, defend and hold harmless the Company, its directors, its officers who sign the registration statementofficers, 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 “Company 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 Company Indemnified Party may incur or become subject to under the Securities Act, to the same extent Exchange Act or otherwise, insofar as the foregoing indemnity from the Company to an Indemniteesuch loss, but only with respect to 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 information relating to such Holder furnished in writing by or on behalf of such Holder to the Company expressly for use in the registration statementany Shelf Registration Statement or Prospectus, prospectus or including any prepricing prospectusdocument incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, including without limitation all information, to the extent provided by such Holder, regarding such Holder and its affiliates included in a Notice and Questionnaire provided by such Holder to the Company, 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; and, subject to the limitation set forth immediately preceding this clause, each Holder shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling 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 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 of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) If any action, suit or proceeding shall be (each, a “Proceeding”) is brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to either subsection (a) or (b) of this Section 9(c)6, such Holder 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 shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise unless materially prejudiced thereby. Such Indemnified Party shall have the rights and duties given right to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof employ its own counsel in any such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereofcase, but the fees and expenses of such counsel shall be at the Holder's expenseexpense 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 a reasonable amount of time following 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 Companyexpenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with 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, its directorsbut 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 officersettlement. Notwithstanding the foregoing sentence, and if at any such controlling person 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 rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement 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 addition 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 which on claims that are the participating Holders may otherwise havesubject 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 9 6 is unavailable to an indemnified party Indemnified Party under paragraphs subsections (a) or and (cb) hereof of this Section 6 in respect of any losses, claims, damages, liabilities expenses, liabilities, claims or expenses actions referred to therein, then an indemnifying partyeach applicable Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, liabilities expenses, liabilities, claims or expenses actions (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and 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 participating Holders or the Initial Purchasers on the other in connection with the statements or omissions that which resulted in such losses, claims, damages, liabilities expenses, liabilities, claims or expensesactions, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder 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 the omission or alleged -omission to state a material fact omission relates to information supplied by the Company on the one hand or by such participating Holder on the other hand Holders or the Initial Purchasers and the parties' ’ relative intent, knowledge, access or 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 Company, the Holders and the participating Holders Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 6 were determined by a pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to in Section 9(dsubsection (d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 96, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds total price at which the Registrable Securities sold by it were offered to such participating Holder the public exceeds the amount of any damages which such participating Holder 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) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements provisions contained in this Section 9 6 shall remain operative and in full force and effect, effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of an Indemniteeany Holder or Initial Purchaser or any person controlling any Holder or Initial Purchaser, or the Company, its or the Company’s officers or directors or officers, or any person controlling the Company, Company and (iiiii) the sale of any termination of this AgreementRegistrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each seller of Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, Holder and such seller's partners, its directors, officers, employees employees, members, representatives and any Person agents and each person, if any, who controls such seller under any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an a "IndemniteeHolder Indemnified Party") ), from and against any and all lossesloss, claimsdamage, damagesexpense, liabilities and expenses liability or claim (including the reasonable costs cost of investigation) arising which such Holder Indemnified Party may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement Shelf Registration Statement or prospectus Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such lossesloss, claimsdamage, damagesexpense, liabilities liability or expenses rise claim arises out of or are is based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein of a material fact contained in, or omitted therefrom in reliance upon from, and in conformity with information required to be included in any Shelf Registration Statement or the information relating to a participating Holder related Prospectus pursuant the Securities Act furnished in writing to the Company by or on behalf of a participating any Holder expressly for use in connection therewith. The foregoing to the Company; provided, however, that as to any preliminary prospectus, this indemnity agreement shall be in addition not inure to the benefit of any Holder Indemnified Party on account of any loss, claim, damage, liability or action arising from the sale of the Registrable Securities sold pursuant to the Shelf Registration Statement to any liability which person by such Holder Indemnified Party if (i) that Holder Indemnified Party failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act (other than as a result of a failure by the Company to timely deliver copies of the Prospectus to such Holder Indemnified Party) and (ii) the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such preliminary prospectus was corrected in the Prospectus or a supplement or amendment thereto, as the case may otherwise havebe. (b) Each Holder, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, 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 (each, a "Company Indemnified Party") from and against any loss, damage, expense, liability or claim (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, expense, liability or claim 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 required to be included in any Shelf Registration Statement or the related Prospectus pursuant the Securities Act, 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; provided, however, that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Shelf Registration Statement. (c) If any action, suit or proceeding shall be (each, a "Proceeding") is brought against an Indemnitee any person in respect of which indemnity may be sought against the Companypursuant to either subsection (a) or (b) of this Section 6, such Indemnitee person (the "Indemnified Party") shall promptly notify the Company, person against whom such indemnity may be sought (the "Indemnifying Party") in writing of the institution of such Proceeding and the Company Indemnifying Party shall assume the defense thereofof such Proceeding; provided, including however, that failure to so notify the employment Indemnifying Party shall not relieve such Indemnifying Party from any liability hereunder 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 otherwise have than on account of counsel and payment of all fees and expensesthis indemnity agreement. The Indemnitee Such Indemnified Party shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereofits own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnitee Indemnified Party unless (xi) the Company has Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to pay such fees and expensesthe contrary, (yii) the Company Indemnifying Party has failed within a reasonable time after receipt of notice to assume defense of a Proceeding to retain counsel reasonably satisfactory to the defense and employ counsel, Indemnified Party or (ziii) the named parties to in any such action, suit or proceeding Proceeding (including any impleaded parties) include both such Indemnitee the Indemnifying Party and the CompanyIndemnified Party, the Indemnifying Party proposes to have the same counsel represent it and the Indemnified Party, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company both parties by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee)them. It is understood, however, understood that the Company shallIndemnifying Party shall not, in connection with any one such action, suit or proceeding or separate but substantially similar Proceeding or related actions, suits or proceedings Proceeding in the same jurisdiction arising out of the same general allegations or circumstancesjurisdiction, be liable for the reasonable fees and expenses of only more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselvesIndemnified Parties, and that all such fees and expenses actually incurred shall be promptly reimbursed as they are incurredupon delivery to the Indemnifying Party of reasonable documentation therefor setting forth such expenses in reasonable detail. The Company Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding Proceeding effected without its written consent, but if settled with such written consent, consent or if them there be a final judgment for the plaintiff in any such action, suit or proceedingplaintiff, the Company Indemnifying Party agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, any Indemnified Party from and against any loss, claim, damage, loss or liability or expense by reason of such settlement or judgment. . Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested the Indemnifying Party to reimburse the Indemnified Party as contemplated by this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its consent if (ci) Each such settlement is entered into more than 60 Business Days after receipt by the Indemnifying Party of the participating Holdersaforesaid request, severally (ii) such indemnifying party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement and not jointly(iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days' prior notice of its intention to settle. No Indemnifying Party shall, agree to indemnify and hold harmless without the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 prior written consent of the Securities Act Indemnified Party, effect any settlement of any pending or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and threatened Proceeding in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c)Indemnified Party is a party, unless such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses settlement includes an unconditional release of such counsel shall be at Indemnified Party from all liability on claims that are the Holder's expense), and the Company, its directors, any subject matter of such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveProceeding. (d) If the indemnification provided for in this Section 9 6 is unavailable to an indemnified party Indemnified Party under paragraphs subsections (a) or and (cb) hereof of this Section 6 in respect of any losses, claimsdamages, damagesexpenses, liabilities or expenses claims referred to therein, then an indemnifying partyeach applicable Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claimsdamages, damagesexpenses, liabilities or expenses claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holders on the other hand from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the participating Holders on the other in connection with the statements or omissions that which resulted in such losses, claimsdamages, damagesexpenses, liabilities or expensesclaims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder 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 the omission or alleged -omission to state a material fact omission relates to information supplied by the Company on the one hand or by such participating Holder on the other hand Holders and the parties' relative intent, knowledge, access or 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 participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 9 6 were determined by a pro rata allocation or by any other method of allocation that which does not take account of the equitable considerations referred to in Section 9(dsubsection (d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in Section 9(d) hereof 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 any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 9, no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating 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 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) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements provisions contained in this Section 9 6 shall remain operative and in full force and effect, effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of an Indemniteeany Holder or any person controlling any Holder, or the Company, its or the Company's officers or directors or officers, or any person controlling the Company, Company and (iiiii) the sale of any termination of this AgreementRegistrable Security by any Holder.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each seller of Buyer Party holding Registrable Securities covered by a Registration Statement filed pursuant to this AgreementSecurities, and such seller's partnersthe Affiliates, directors, officers, employees employees, stockholders, managers and any agents of each such Buyer Party and each Person who controls any such seller under Buyer Party within the Securities meaning of either the 1933 Act (eachor the 1934 Act, an "Indemnitee") to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable costs of investigationor actions in respect thereof) arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any prepricing prospectus, registration statement or prospectus a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such Registration Statement, in light of the circumstances under which they were made) not misleading, except insofar and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such lossesloss, claimsclaim, damagesdamage, liabilities liability or expenses rise action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case to the extent that any such loss, claim, damage, liability or expense arises (i) out of or are is based upon any such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the written information relating to a participating Holder furnished in writing to the Company by or on behalf of any such Buyer Party specifically for inclusion therein including, without limitation, any notice and questionnaire, (ii) out of or is based upon any Buyer Party’s failure to deliver a participating Holder expressly for use copy of the Registration Statement, the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in connection therewithany such Registration Statement or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Buyer Party with a sufficient number of copies of the same prior to any written confirmation of the sale of Registrable Securities or (iii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 5.3(c) hereof. The foregoing This indemnity agreement shall will be in addition to any liability which the Company may otherwise have. (b) If Each Buyer Party severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, stockholders, managers and agents and each Person who controls the Company within the meaning of either the 1933 Act or the 1934 Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Buyer Party Free Writing Prospectus, preliminary, final or summary prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such Registration Statement, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to such Buyer Party furnished to the Company by or on behalf of such Buyer Party specifically for inclusion therein or (ii) Buyer Party’s failure to deliver a copy of the Registration Statement, the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such Registration Statement or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Buyer Party with a sufficient number of copies of the same prior to any written confirmation of the sale of Registrable Securities; provided, however, that the total amount to be indemnified by such Buyer Party pursuant to this Section 5.8(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Buyer Party in the offering to which such Registration Statement or Prospectus relates. (c) Promptly after receipt by an indemnified party under this Section 5.8 of notice of the commencement of any action, suit such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or proceeding (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be brought against an Indemnitee in respect of which indemnity may be sought against entitled to participate therein and, to the Companyextent that it shall wish, such Indemnitee shall promptly notify the Companyjointly with any other indemnifying party similarly notified, and the Company shall to assume the defense thereof, including with counsel satisfactory to such indemnified party (who shall not, except with the employment consent of the indemnified party, be counsel and payment to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of all fees and expensesits election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Indemnitee Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ separate its own counsel in any such action(and one local counsel), suit or proceeding and to participate in the defense thereofindemnifying party shall bear the reasonable fees, but the fees costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of such Indemnitee unless (x) the Company has agreed in writing to pay such fees and expenses, (y) the Company has failed to assume the defense and employ counsel, or (z) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by its counsel that representation of such Indemnitee and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnitee)indemnifying party. It is understood, however, that the Company No indemnifying party shall, in connection with any one such action, suit or proceeding action or separate but substantially similar or related actions, suits or proceedings actions in the same jurisdiction arising out of the same general allegations circumstances or circumstancesallegations, be liable for the reasonable fees and expenses of only more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves, and that all such fees and expenses shall be reimbursed as they are incurredindemnified parties. The Company An indemnifying party shall not be liable for under this Section 5.8 to any indemnified party regarding any settlement or compromise or consent to the entry of any such judgment with respect to any pending or threatened claim, action, suit or proceeding effected without its written consentin respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, but if settled with compromise or consent is consented to by such written consentindemnifying party. No indemnifying party, or if them be a final judgment for in the plaintiff in defense of any such actionclaim or litigation, suit shall, except with the consent of each indemnified party, consent to entry of any judgment or proceeding, the Company agrees to indemnify and hold harmless such Indemnitee, to the extent provided in the preceding paragraph, from and against enter into any loss, claim, damage, liability settlement or expense by reason of compromise unless such settlement or judgment. compromise (ci) Each includes an unconditional release of such indemnified party from all liability on claims that are the participating Holderssubject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, severally and not jointly, agree culpability or a failure to indemnify and hold harmless the Company, its directors, its officers who sign the registration statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to an Indemnitee, but only with respect to information relating to such Holder furnished in writing act by or on behalf of such Holder expressly for use in the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the registration statement, prospectus or any prepricing prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Holder pursuant to this Section 9(c), such Holder shall have the rights and duties given to the Company by Section 9(b) hereof (except that if the Company shall have assumed the defense thereof such Holder shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at the Holder's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to an Indemnitee by Section 9(b) hereof. The foregoing indemnity agreement shall be in addition to any liability which the participating Holders may otherwise haveindemnified party. (d) If In the indemnification event that the indemnity provided for in this Section 9 5.8(a) or 5.8(b) above is unavailable to or insufficient to hold harmless an indemnified party under paragraphs (a) or (c) hereof in respect of for any reason, then each applicable indemnifying party agrees to contribute to the aggregate losses, claims, damagesdamages and liabilities (including, liabilities without limitation, legal or other expenses referred reasonably incurred in connection with investigating or defending same) to therein, then an which such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses may be subject in such proportion as is appropriate to reflect the relative fault of the Company indemnifying party on the one hand and of the participating Holders indemnified party on the other hand in connection with the statements or omissions that which resulted in such losses, claims, damagesdamages or liabilities (or actions in respect thereof), liabilities or expensesas well as any other relevant equitable considerations. The relative fault of the Company on the one hand and a participating Holder on the other hand 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 omission to state a material fact relates to information supplied by the Company indemnifying party on the one hand or by such participating Holder the indemnified party on the other hand and the parties' ’ relative intent, knowledge, access or to information and opportunity to correct or prevent such statement or omission. (e) . The Company and the participating Holders parties agree that it would not be just and equitable if contribution pursuant to this Section 9 5.8(d) were determined by a pro rata allocation (even if the Buyer Parties holding Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation that which does not take account of the equitable considerations referred to above in this Section 9(d) hereof5.8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, damages or liabilities and expenses (or actions in respect thereof) referred to above in Section 9(d) hereof this Article V shall be deemed to include, subject to the limitations set forth above, include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit action or proceedingclaim. Notwithstanding the provisions of this Section 95.8(d), no participating Holder shall be required to contribute any amount in excess of the amount by which the proceeds to such participating Holder exceeds the amount of any damages which such participating Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act0000 Xxx) shall be entitled to contribution from any person Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5.8, each Person who controls any Buyer Party holding Registrable Securities, agent or underwriter within the meaning of either the 1933 Act or the 1934 Act and each director, officer, employee and agent of any such Buyer Party, agent or underwriter shall have the same rights to contribution as such Buyer Party, agent or underwriter, and each Person who controls the Company within the meaning of either the 1933 Act or the 1934 Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 5.8(d). Notwithstanding the foregoing, the total amount to be contributed by any Buyer Party pursuant to this Section 5.8(d) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Buyer Party in the offering to which such Registration Statement or prospectus relates. (fe) No indemnifying party shall, without the prior written consent The provisions of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding 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 action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified parry is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 shall 5.8 will remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Buyer Party holding Registrable Securities or the Company or any of the officers, directors or controlling Persons referred to in this Section 5.8, and will survive the transfer of Registrable Securities. (f) To the extent any indemnification by an Indemniteeindemnifying party is prohibited or limited by law, the Companyindemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this Section 5.8 to the fullest extent permitted by Applicable Law; provided, its directors or officershowever, or that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) in connection with such sale shall be entitled to contribution from any person controlling the Company, Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any termination seller of this AgreementRegistrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Shelf Registration.