Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company shall indemnify, to the fullest extent permitted by applicable Law, each holder of Registrable Securities, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b) were available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each Stockholder (which, for purposes of this Article VI, shall indemnify, be deemed to the fullest extent permitted by applicable Law, include each holder of Registrable SecuritiesShares) and its controlled Affiliates and their respective directors, its officers, directorsmembers, employees, managers, partners, employees accountants, attorneys and agents, if any, agents and each Person, if any, Person who controls such holder (within the meaning of Section 15 the Securities Act and the Exchange Act) such Persons, in any offering or sale of the Securities ActRegistrable Shares, from and against all any losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (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 (i) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any an untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) used to register Registrable Shares pursuant to this Agreement or any preliminary prospectus amendment thereof or caused supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading and (in the case of any prospectus, in light of the circumstances under which they were madeii) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material factfact 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 in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (therein, in the case of any prospectus, in light of the circumstances under which they were made) , not misleading, but 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 Claims; provided, however, that the Company shall not be liable to any such Person in any such case only to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, made in reliance upon and in conformity with written information furnished to the Company by the Stockholder Group expressly for use therein. The members of the Stockholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact in any registration statement used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) any untrue or alleged untrue statement of a material fact in any prospectus or preliminary prospectus used to register Registrable Shares pursuant to this Agreement or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case only to the extent that such untrue statement is contained or alleged untrue statement or omission or alleged omission was made in or such omission is from reliance upon and in conformity with written information so concerning a holder furnished in writing to the Company by such holder the Stockholder Group expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification , and (ii) permit 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 offering 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, 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 liability 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, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense of such claimthereof, with counsel reasonably satisfactory to the such indemnified party; and if , and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense is so assumedthereof, such indemnifying party shall not enter into be liable to such indemnified party for any settlement without legal or any other expenses subsequently incurred by such indemnified party in connection with the consent 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 settlement attributes liability 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 such the indemnifying party shall not be subject to any liability liable for any settlement made expenses therefor (including, without its consent (which shall not be unreasonably withheldlimitation, any such reasonable counsel’s fees); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In If the event an indemnifying party shall elect is not to entitled to, or elects not to, assume the defense of a claim, such indemnifying party shall it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or firm delayed. No indemnifying party shall, without the prior written consent of counsel 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. (c) The members of the Stockholder Group and the Company agree that if, for all parties any reason, the indemnification provisions contemplated by Sections 6.1(a) or 6.1(b) hereof are unavailable to or are insufficient to hold harmless an indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailableClaims referred to therein, then the each indemnifying party shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) Claims in such proportion as is appropriate to reflect the relative benefits received by fault of, the indemnifying party party, on the one hand hand, and the indemnified party party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or (ii) if alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation provided by clause (i) above in the second preceding sentence is not permitted by applicable Law or provides a lesser sum law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the such relative benefits received by the indemnifying party on the one hand and the indemnified party on the other faults, but also the relative fault benefits of the indemnifying party and the indemnified party party, as well as any other relevant equitable considerations. Notwithstanding The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6.1(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the foregoing, no holder equitable considerations referred to in the preceding sentences of Registrable Securities shall be required to contribute any this Section 6.1(c). The amount in excess of the amount such holder would have been required to pay to paid or payable by an indemnified party if as a result of the indemnity under Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 3.5(b6.1(b) were availablehereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation Notwithstanding the foregoing, no member of any Person to contribute pursuant to this Section 3.5 the Stockholder Group shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant make a contribution in excess of the amount received by such person from the sale of its Registrable Shares in connection with the offering that gave rise to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payablecontribution obligation. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) The Company shall indemnifyindemnify and hold harmless, to the fullest extent permitted by applicable Lawlaw, each holder Stockholder in any offering or sale of Registrable SecuritiesCommon Shares pursuant to this Agreement, its officers, directors, partners, employees and agentseach 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 holder Stockholder or such underwriter within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and affiliates against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under including reasonable attorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Securities Act Company’s consent, which consent shall not be unreasonably withheld or common law delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or otherwise)threatened action, joint suit, proceeding or several, resulting from any violation by the Company investigation arising out of the provisions of the Securities Act or based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement in, or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by 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 any prospectusa Prospectus, a preliminary Prospectus, an Issuer Free Writing Prospectus or “issuer information,” in the light of the circumstances under which they were madethen existing) not misleading, except to the extent that in each case insofar as such losses, claims, damages, liabilities statements or omissions arise out of or are based upon (or proceedings in respect thereofA) or expenses are caused by any such untrue statement or alleged untrue statement contained in or by any omission or alleged omission from made in reliance on and in conformity with information concerning any holder of Registrable Securities with respect to such Stockholder furnished in writing to the Company by such holder Stockholder or its counsel expressly for use therein. No action or failure to act on , (B) the part of the underwriters (whether or not such underwriter is an Affiliate use of any holder of Registrable Securities) shall affect Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the obligations obligation of the Company to indemnify keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any holder Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the Company has advised the Stockholders that the filing of Registrable Securities 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 Person pursuant federal or state securities laws or regulations applicable to the preceding sentence. In Company and relating to action required of or inaction by the Company in connection with any underwritten offering pursuant to such registration. Notwithstanding the foregoing provisions of this Section 3.28(a), the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required liable to indemnify any such underwriter, Stockholder or any officer, director or employee of such underwriter or to any Person who controls such underwriter within other indemnified party under the meaning indemnity agreement in this Section 8(a) for any Losses that arise out of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting are based upon an untrue statement or alleged untrue statement or omission or alleged omission at 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 Securities Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Person if 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 was or alleged omission is corrected in such an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented final prospectus as required hereunder, such Stockholder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to such 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 underwriter was provided with transfer of the Registrable Common Shares by such amended or supplemented final prospectusindemnified party. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participatingRegistration Statement filed pursuant to this Agreement, each such holderStockholder holding Registrable Common Shares to be covered thereby shall, severally and not jointlyjointly with any other Stockholders, shall indemnifyindemnify and hold harmless, to the fullest extent permitted by applicable Lawlaw, the Company, each underwriter and their respective officers, directors, employees and agentsPerson, if any, who participates as an underwriter in any such offering and sale of Registrable Common Shares and each 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 any lossesactual action, claimssuit, damages, liabilities (proceeding or proceedings in respect thereof) and expenses resulting from investigation arising out of or based upon any untrue statement or alleged untrue statement of a material factfact contained in, or any omission or alleged omission of a material fact required to be stated in in, the registration statement or prospectus Registration Statement, Prospectus or preliminary prospectus Prospectus or any amendment thereof or supplement thereto 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 the case of any prospectusa Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were madethen existing) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from made in reliance on and in conformity with information so concerning a holder with respect to such Stockholder furnished in writing to the Company by such holder expressly Stockholder or its counsel specifically for use therein; provided provided, however, that such holder’s obligations hereunder no Stockholder shall be limited required to an indemnify the Company or any other indemnified party under this Section 11(b) with respect to any amount equal to in excess of the amount of the total net proceeds to received by such holder Stockholder from sales of the Registrable Securities sold pursuant to Common Shares of such registration statementStockholder under such Registration Statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) 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, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim with respect indemnification or contribution pursuant to which it seeks indemnification and (ii) permit 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 indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense of such claimthereof, with counsel reasonably satisfactory to the such indemnified party; , and if such defense is so assumed, such after notice from the indemnifying party shall not enter into any settlement without the consent of the to such indemnified party if such settlement attributes liability of its election so to assume the indemnified party and such defense thereof, the indemnifying party shall not be subject liable to any liability such indemnified party for any settlement made without its consent (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 unreasonably withheldliable 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); and , (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 underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provideone action or separate but similar or related actions. In the event an An indemnifying party shall elect who is not to entitled to, or elects not to, assume the defense of a claim, such indemnifying party claim shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party 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 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. No indemnifying party, in defense of any such action, 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 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 consent to entry of such claimany judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 11 is unavailable to an indemnified party hereunder in respect of any reason the foregoing indemnity is unavailableLosses, then the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) Losses in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations. Notwithstanding the foregoing; provided, however, that no holder of Registrable Securities Stockholder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such holder would have been required to pay to an Stockholder from sales of the Registrable Common Shares of the Stockholder under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party if shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnity under parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 3.5(b) were available11(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute parties agree that it would not be just and equitable if contribution pursuant to this Section 3.5 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 be several and not jointindemnify 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) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing The provisions of this Section 3.5 11 shall be in addition to or for the account of the any liability which any indemnifying party may have to any indemnified party from time to time promptly upon receipt and shall survive the termination of bills or invoices relating thereto or when otherwise due or payablethis Agreement. (f) The indemnity indemnification and contribution agreements contained in required by this Section 3.5 11 shall remain in full force and effect regardless be made by periodic payments of the amount thereof during the course of any investigation made by action, suit, proceeding or on behalf of a participating holder of Registrable Securitiesinvestigation, its officers, directors, agents as and when invoices are received or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonLosses are incurred.

Indemnification; Contribution. (a) The Company shall indemnifyIn connection with any registration of Registrable Securities pursuant to this Article III, Parent agrees to indemnify and hold harmless, to the fullest extent permitted by applicable Law, each holder of Registrable Securitiesthe Investors and their respective Affiliates, the Investors’ Representative and each of its officers, directors, partners, employees and agents, if anyAffiliates, and each Person, if any, Person who controls such holder an Investor or the Investors’ Representative within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act and the directors, officers, employees, partners, affiliates, members, managers, trustees, shareholders, assignees and representatives of each of the foregoing (collectively, the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) liabilities, judgments, actions and expenses (under the Securities Act including reasonable attorneys’ fees and other expenses actually incurred by them in connection with investigating, defending or common law settling any such losses, claims, damages, liabilities, actions or otherwise), proceedings) (“Losses”) joint or several, resulting from any violation by the Company several arising out of the provisions of the Securities Act or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement part of any Registration Statement, any preliminary or final prospectus (and as amended or supplemented if amended or supplemented) other disclosure document used in connection with the Registrable Securities, any Issuer FWP or any preliminary prospectus amendment or caused by supplement to any of the foregoing, 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 or (in the case ii) any violation or alleged violation by Parent or any of its Subsidiaries of any prospectusfederal, state, foreign or common law rule or regulation applicable to Parent or any of its Subsidiaries and relating to action or inaction in light of the circumstances under which they were made) connection with any such registration, Registration Statement, other disclosure document or Issuer FWP; provided, however, that Parent will not misleading, except be required to the extent that such indemnify any Indemnified Person for any losses, claims, damages, liabilities (or proceedings in respect thereof) liabilities, judgments, actions or expenses are caused by resulting from any such untrue statement or alleged omission if such untrue statement contained or omission was made in conformity with information with respect to such Indemnified Person or by any omission or alleged omission from information concerning any holder of Registrable Securities related Investors furnished to Parent in writing to the Company by or on behalf of such holder related Investors expressly for use therein. No action or failure to act on the part of the underwriters . (whether or not such underwriter is an Affiliate of any holder of Registrable Securitiesb) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2Registration Statement, the Company preliminary or final prospectus, or Issuer FWP, in which an Investor is participating, each such Investor agrees to enter into an underwriting agreement in customary form with the applicable underwritersindemnify, severally and the Company agrees to indemnify not jointly, Parent, its Directors, its officers who sign such underwriters, their officers, directors, employees and agents, if any, Registration Statement and each Person, if any, who controls such underwriters Parent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided the foregoing indemnity from Parent to the Investors, but only with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in information with respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior Investor furnished to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished Parent in writing by such holder Investor expressly for use in such Registration Statement, preliminary or final prospectus, or Issuer FWP to the extent such information is included therein in reliance upon and in conformity with the information furnished to Parent by such Investor expressly for use therein; provided provided, however, that in no event shall any Investor’s liability pursuant to this Section 2.08 in respect of the offering to which such holder’s obligations hereunder shall be limited to loss, claim, damages, liabilities, judgments, actions or expenses relate exceed an amount equal to the net proceeds to such holder Investor (after deduction of all Underwriters’ discounts and commissions) from such offering less the Registrable Securities sold pursuant amount of any damages which such Investor has otherwise been required to pay by reason of such registration statementinformation. (c) Any In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification under Section 2.08(a) or Section 2.08(b), such Person (hereinafter called the provisions of this Section 3.5 shall “indemnified party”) will (i) promptly notify the Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing; provided, however, that the failure to give prompt such notice to shall not relieve the indemnifying party of its obligations pursuant to this Agreement except to the extent such indemnifying party has been prejudiced in any claim with material respect to which it seeks indemnification by such failure and (ii) permit such the indemnifying party to assume the defense of such claim, action or proceeding with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumedparty to represent the indemnified party (in which case, such indemnifying party shall not enter into pay the fees and disbursements of such counsel related to such claim, action or proceeding). In any settlement such claim, action or proceeding, any indemnified party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (without prejudice to such indemnified party’s indemnity and other rights under the consent of Charter, Bylaws and applicable Law, if any) unless (A) the indemnifying party and the indemnified party if have mutually agreed to the retention of such settlement attributes liability 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 such the indemnified party has been advised in writing by counsel, with a copy provided to Parent, that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them, (C) the indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not has failed to assume the defense of a such claim and employ counsel reasonably satisfactory to the indemnified party, or (D) any such, claim, such action or proceeding is a criminal or regulatory enforcement action. It is understood that the indemnifying party shall not will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be obligated to pay liable for the reasonable fees and expenses of more than one counsel or separate firm of attorneys for the indemnified parties (in addition to any local counsel at any time for all parties such indemnified parties) and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (D) above reimbursement is sought and delivery of documentation of such fees and expenses. In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there has been a final non-appealable judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 2.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party has not reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such reimbursement prior to the date of such settlement. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding (i) in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such claimindemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding or (ii) which involves the imposition of equitable remedies on the indemnified party or the imposition of any obligation on the indemnified party, other than as a result of the imposition of financial obligations for which the indemnified person will be indemnified hereunder and provides for no admission of wrongdoing on the part thereof. (d) If the indemnification provided for in this Section 2.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any reason the foregoing indemnity is unavailablelosses, claims, damages, liabilities, judgments, actions or expenses referred to in this Section 2.08, then the indemnifying party shall party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities liabilities, judgments, actions or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by fault of the indemnifying party on the one hand and the indemnified party on in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculatedLaw, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other fault referred to in clause (i) but also the relative fault benefit of ▇▇▇▇▇▇, on the indemnifying party one hand, and the indemnified party Investors, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, judgments, actions or expenses, as well as any other relevant equitable considerations. Notwithstanding The relative fault of such indemnifying party and indemnified party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the foregoingparties’ relative intent, no holder of Registrable Securities shall be required knowledge, access to contribute any information and opportunity to correct or prevent such action. The amount in excess paid or payable by a party as a result of the amount losses, claims, damages, liabilities and expenses referred to above will be deemed to include, subject to the limitations set forth in Section 2.08(c), any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding. (e) The parties agree that it would have been required not be just and equitable if contribution pursuant to pay to an indemnified party if the indemnity under Section 3.5(b2.08(d) were availabledetermined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 2.08(d). No 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 who was not guilty of such fraudulent misrepresentation. The obligation Notwithstanding the provisions of Section 2.08(d) and this Section 2.08(e), each Investor’s liability pursuant to Section 2.08(d) in respect of the offering to which such loss, claim, damages, liabilities, judgments, actions or expenses relate shall not exceed an amount equal to the proceeds to such Investor (after deduction of all Underwriters’ discounts and commissions) from such offering less the amount of any Person damages which such Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Each Investor’s obligation to contribute pursuant to this Section 3.5 shall be 2.08 is several in proportion to the respective number of Registrable Securities held by such Investor hereunder and not joint. (ef) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions For purposes of this Section 3.5 2.08, each Indemnified Person shall have the same rights to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity contribution as such Investor, and contribution agreements contained in this Section 3.5 shall remain in full force each officer, Director and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls Parent within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as Parent, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such holder as aforesaidparty in respect of which a claim for contribution may be made against another party or parties under this Section 2.08, and notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall survive not relieve the Transfer of Equity Securities party or parties from whom contribution may be sought from any obligation it or they may have under this Section 2.08 or otherwise except to the extent that it has been prejudiced in any material respect by such holder failure. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld. (g) If indemnification is available under this Section 2.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Section 2.08(a) and Section 2.08(b) without regard to the termination relative fault of this Agreement said indemnifying party or indemnified party or any other equitable consideration provided for any reasonin Section 2.08(d) or Section 2.08(e).

Indemnification; Contribution. (a) The Company shall indemnify, to the fullest extent permitted by applicable Lawlaw, each holder of Registrable Securities, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No If the Public Offering pursuant to any registration statement provided for under this Article II is made through underwriters, no action or failure to act on the part of the such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering If the Public Offering pursuant to Section 3.2any registration statement provided for under this Article II is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s 's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusprospectus a reasonable time prior to such written confirmation. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Lawlaw, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s 's obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 2.7 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III II shall so provide. In the event an indemnifying party shall elect not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the fault of such indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerationsother. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b2.7(b) were was available. No Person guilty of fraudulent misrepresentation (within the meaning of Section section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 2.7 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 2.7 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 2.7 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Registrable Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (ai) The Company shall indemnify, to To the fullest extent permitted by applicable Lawlaw, the Company shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its and the partners, members, officers, directors, partnersemployees, employees and agents, if any, stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such holder Holder or underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (joint or several), including reasonable attorney’s fees and disbursements and reasonable expenses of investigation (collectively, “Losses”), incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or common law other federal or otherwise)state laws, joint but only insofar as such Losses arise out of or several, resulting from are based upon any violation by the Company of the provisions of the Securities Act following statements or omissions (collectively, a “Violation”): (1) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, including any registration statement preliminary Prospectus or prospectus (and as amended or supplemented if amended or supplemented) final Prospectus contained therein, or any preliminary prospectus amendments or caused by any supplements thereto; or (2) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of any prospectustherein, in light of the circumstances under which they were made) , not misleading; provided, except however, that the indemnification required by this Section 2(f)(i) shall not apply to amounts paid in settlement of any such Loss 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 to the extent that such losses, claims, damages, liabilities (it arises out of or proceedings is based upon a Violation which occurs in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained reliance upon and in or by any omission or alleged omission from conformity with information concerning any holder of Registrable Securities furnished in writing to the Company by such holder or on behalf of a Holder or any underwriter expressly for use therein. No action or failure to act on the part of the underwriters (whether or not in connection with such underwriter is an Affiliate of registration; and provided, further, that any holder of Registrable Securitiesindemnification required by this Section 2(f)(i) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, apply to the extent that the loss, claim, damage, liability (any such Loss is based on or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy arises out of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any an omission or alleged omission of to state a material fact required to be stated fact, included in or omitted from any preliminary prospectus if the registration 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 preliminary prospectus given by the Holder or any amendment thereof underwriter to the Person alleging damage at or supplement thereto prior to the confirmation of sale to such Person; and provided, further, that this indemnity shall not apply to the extent that any such Loss is based on an offer or necessary to make Transfer of Registrable Securities during any period which the statements therein Company has notified the Holder that such offers and Transfers must cease under the Agreement, including under Section 2(b), Section 2(c)(ii) or Section 2(c)(v) . (in ii) To the case of any prospectusextent permitted by applicable law, in light the Holders (severally and not jointly) shall indemnify and hold harmless the Company, each of the circumstances directors of the Company, each of the officers of the Company who shall have signed the Resale Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act, and each officer, director, partner, and employee of such controlling Person, against any and all Losses incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under which they were made) not misleadingthe Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Losses arise out of or are based upon any Violation, in each case to the extent that such untrue statement Violation arises out of or is contained in or such omission is from based upon information so concerning a holder furnished in writing by such holder or on behalf of a Holder expressly for use thereinin connection with such registration, or upon the Holder’s failure to properly and timely deliver an “official” Prospectus, or upon the Holder’s use of a written or oral prospectus other than the “official” Prospectus; provided provided, however, that any indemnification required by this Section 2(f)(ii) shall not apply to amounts paid in settlement of any such holder’s obligations hereunder shall be limited to an amount equal to Loss if such settlement is effected without the net proceeds to such holder consent of the Registrable Securities sold pursuant to such registration statementHolders (which consent shall not be unreasonably withheld) and in no event shall the amount of any indemnity obligation under this Section 2(f)(ii) exceed the gross proceeds from the applicable offering received by the Holders. (ciii) Any Person entitled to indemnification Promptly after receipt by an indemnified party under the provisions of this Section 3.5 2(f) of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 2(f), such indemnified party shall (i) give prompt notice deliver to the indemnifying party of any claim with respect to which it seeks indemnification a written notice thereof and (ii) permit such the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of such claim, thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses (in each case, to the extent reasonable) to be paid by the indemnifying party, if representation of such defense is so assumedindemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party shall not enter into of any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party under this Section 2(f) to the extent, but only 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 2(f). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In have the event an indemnifying party shall elect not right to assume the defense of a claimsuch action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be obligated to pay liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or firm of counsel for all parties indemnified counsels). (iv) If the indemnification required by such this Section 2(f) from the indemnifying party is unavailable to an indemnified party hereunder in respect of such claim.any Losses referred to in this Section 2(f) : (d1) If for any reason the foregoing indemnity is unavailable, then the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) Losses in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and indemnified parties in connection with the indemnified party actions that resulted in such Losses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder The relative fault of Registrable Securities such indemnifying party and indemnified parties shall be required determined by reference to, among other things, whether any Violation has been committed by, or relates to contribute any information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount in excess paid or payable by a party as a result of the amount Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 2(f)(i), 2(f)(ii) and 2(f)(iii), any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding; (2) the parties hereto agree that it would have been required not be just and equitable if contribution pursuant to pay to an indemnified party if the indemnity under this Section 3.5(b2(f)(iv) were availabledetermined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 2(f)(iv)(1). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f11(e) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (ev) An indemnifying party The obligations of the Company and the Holders under this Section 2(f) shall make payments survive the completion of all amounts required to be made any offering of Registrable Securities pursuant to the foregoing provisions of registration statement under this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaidAgreement, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonotherwise.

Indemnification; Contribution. (a) The Company shall Dealer Manager will indemnify, defend (subject to Section 4 of the fullest extent permitted by applicable Law, each holder of Registrable SecuritiesDealer Manager Agreement) and hold harmless the Wholesaler, its affiliates and their respective officers, directors, shareholders, members, partners, employees other equity-holders and agentscontrol persons (collectively, if anythe “Other Indemnified Parties”), from and each Person, if any, who controls such holder within the meaning of Section 15 of the Securities Act, against all any losses, claimsclaims (including the reasonable costs of investigation and legal fees), damages, damages or liabilities (or proceedings actions in respect thereof) and expenses (), to which the Wholesaler, its affiliates or their respective Other Indemnified Parties may become subject under the Securities Act or common law the Exchange Act, or otherwise), joint insofar as such losses, claims, damages or several, resulting from liabilities (or actions in respect thereof) arise out of or are based upon: (i) any violation inaccuracy in or breach of a representation or warranty contained herein by the Company Dealer Manager, any breach of a covenant or agreement contained herein of the provisions of Dealer Manager, or any failure by the Securities Act Dealer Manager to comply with state or federal securities law applicable to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) the information relating to the Dealer Manager that appears in the Dealer Manager Sections of the Prospectus or any preliminary prospectus amendment thereof, or caused by any arise out of or are based upon 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 (in the case of any prospectustherein, in light of the circumstances under which they were made) , not misleading, except to ; and (iii) any unauthorized use of sales materials or use of unauthorized verbal representations concerning the extent that such losses, claims, damages, liabilities (Offered Shares by the Dealer Manager. The Dealer Manager will reimburse the Wholesaler and its Other Indemnified Parties for any legal or proceedings in respect thereof) or other expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company reasonably incurred by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In Wholesaler, its affiliates and their respective Other Indemnified Parties in connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify investigating or defending such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusaction. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall The Wholesaler will indemnify, to defend and hold harmless the fullest extent permitted by applicable LawDealer Manager, the Company, each underwriter Company and their respective officersOther Indemnified Parties, directors, employees from and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claimsclaims (including the reasonable costs of investigation and legal fees), damages, damages or liabilities (or proceedings 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) and expenses resulting from arise out of or are based upon: (i) any untrue statement inaccuracy in or alleged untrue statement breach of a material factrepresentation or warranty contained herein by the Wholesaler, any breach of a covenant or agreement contained herein of the Wholesaler, or any omission failure by the Wholesaler to comply with state or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only federal securities laws applicable to the extent that such untrue statement is contained in Offering; and (ii) any unauthorized use of sales materials or such omission is from information so use of unauthorized verbal representations concerning a holder furnished in writing the Shares by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statementWholesaler. (c) Any Person entitled Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to indemnification under be made against the provisions indemnifying party, notify the indemnifying party in writing of this Section 3.5 shall the commencement thereof; but the failure so to notify the indemnifying party (i) give prompt notice will not relieve it from liability under this Section 8 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of any claim with respect to which it seeks indemnification substantial rights and defenses and (ii) permit such will not, in any event, relieve the indemnifying party from any obligations to assume any indemnified party other than the defense indemnification obligation provided in this Agreement. The indemnifying party shall be entitled to appoint counsel of such claim, with counsel reasonably satisfactory the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party; and if such defense party in any action for which indemnification is so assumed, such sought (in which case the indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not thereafter be subject to any liability responsible for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one any separate counsel retained by the indemnified party or firm parties except as set forth below); provided, however, that such counsel shall be subject to approval by the indemnified 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 for all parties indemnified chosen by such 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 for the indemnified party (subject to approval by the indemnified party not to be unreasonably withheld or delayed) 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 the indemnifying party. An indemnifying party may settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder but may not do so without the prior written consent of the indemnified parties, unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) If the right to indemnification provided for in this Section 8 would by its terms be available to a person hereunder, but is held to be unavailable by a court of competent jurisdiction for any reason the foregoing indemnity is unavailablereason, then the each indemnifying party shall contribute to the aggregate amount paid or payable by the such indemnified party as a result of such lossesLosses and expenses in respect thereof, claimsas incurred, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party Dealer Manager and the indemnified party Wholesaler, as applicable, in connection with the statements, omissions or other circumstances which resulted in such Losses or expenses, as well as any other relevant equitable considerations. The relative fault of the Dealer Manager and the Wholesaler, as applicable, shall be determined by reference to, among other things, the parties’ relative intent, knowledge, and access to information. It is understood that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8(d). Notwithstanding the foregoingprovisions of this Section 8(d), no holder of Registrable Securities the Dealer Manager shall not be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if total price of the indemnity under Section 3.5(b) were availableOffering Shares sold by it. 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 obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions For purposes of this Section 3.5 to or for the account 8(d), each Other Indemnified Party affiliate of the indemnified party from time Dealer Manager shall have the same rights to time promptly upon receipt contribution as the Dealer Manager and each Other Indemnified Party of bills or invoices relating thereto or when otherwise due or payablethe Wholesaler shall have the same rights to contribution as the Wholesaler. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) The Company shall indemnify, to the fullest extent permitted by applicable Lawlaw, each holder of Registrable Securities, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, no action or failure to act on the part of the such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering If the Public Offering pursuant to Section 3.2any registration statement provided for under this Article III is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s 's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Lawlaw, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s 's obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 3.7 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b3.7(b) were was available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 3.7 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 3.7 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 3.7 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) The Company shall indemnify, to defend and hold harmless the fullest extent permitted by applicable Law, Holder and each holder of Registrable Securities, its officers, directors, partnersemployees, employees and agents, if any, and each Person, if any, who controls such holder partners or controlling persons (within the meaning of Section 15 of the Securities Act) (each, against an "indemnified party") from and against, and shall reimburse such indemnified party with respect to, any and all claims, suits, demands, causes of action, losses, claims, damages, liabilities (liabilities, costs or proceedings in respect thereof) and expenses ("Liabilities") to which such indemnified party may become subject under the Securities Act or common law otherwise, arising from or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or relating to (A) any untrue statement or alleged untrue statement of a any material fact contained in such registration statement, any registration statement or prospectus (and as amended or supplemented if amended or supplemented) contained therein or any preliminary prospectus amendment or caused by any supplement thereto, or (B) 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 any prospectustherein, in light of the circumstances under in which they were made) , not misleading; PROVIDED, except to the extent that such lossesHOWEVER, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify liable in any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, case to the extent that any such Liability arises out of or is based upon an untrue statement or omission so made in conformity with written information furnished by or on behalf of such indemnified party specifically for use in the lossregistration statement; PROVIDED FURTHER, claim, damage, liability (or proceedings that the Company shall not be liable in respect thereof) or expense for which indemnification is claimed results from any such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus case to the Person asserting extent that any such Liability arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission at made in any preliminary prospectus if (i) the Holder under an obligation to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities failed to deliver such Person if prospectus to the person asserting such Liability who purchased such Registrable Securities which are the subject thereof from such Holder and (ii) the prospectus would have corrected such untrue statement or omission; and PROVIDED FURTHER, that the Company shall not be liable in any such case to the extent that any Liability arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission in the prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in such an amendment or supplement to the prospectus and if, having previously been furnished by or on behalf of the Company with copies of the prospectuses so amended or supplemented final and having been obligated to deliver such prospectuses, the Holder thereafter failed to deliver such prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities to the person asserting such written confirmation and Liability who purchased such Registrable Securities which are the underwriter was provided with subject thereof from such amended or supplemented final prospectusHolder. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, Each Holder shall indemnify, to the fullest extent permitted by applicable Law, defend and hold harmless the Company, each underwriter and their respective its officers, directors, employees and employees, agents, if anypartners, and each Person, if any, who controls the Company or such underwriter controlling persons (within the meaning of Section 15 of the Securities Act) (each, against an "indemnified party") from and against, and shall reimburse such Company:________ Holder:________ 5 indemnified party with respect to, any lossesand all Liabilities to which such indemnified party may become subject under the Securities Act or otherwise, claims, damages, liabilities arising from or relating to (or proceedings in respect thereofA) and expenses resulting from any untrue statement or alleged untrue statement of a any material factfact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or any (B) the omission or alleged omission of to state therein a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of any prospectustherein, in light of the circumstances under in which they were made) , not misleading; PROVIDED, but that the Holder will be liable in any such case to the extent, and only to the extent extent, that any such Liability arises out of or is based upon an untrue statement is contained or alleged untrue statement or omission or alleged omission made in such registration statement, prospectus or such omission is from amendment or supplement thereto in reliance upon written information so concerning a holder furnished in writing by such holder expressly or on behalf of the Holder specifically for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to in the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled Promptly after receipt by any indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to indemnification be made against another party (the "indemnifying party") hereunder, notify such party in writing thereof, but the omission so to notify shall not relieve the indemnifying party from any Liability which it may have to the indemnified party other than under this section and shall only relieve it from any Liability which it may have to the provisions of indemnified party under this Section 3.5 section if and to the extent it is actually prejudiced by such omission. In case any such action shall (i) give prompt notice to be brought against any indemnified party and such indemnified party shall notify the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such the commencement thereof, the indemnifying party shall be entitled to participate in and to the extent it shall wish, to assume and undertake the defense of such claim, thereof with counsel reasonably satisfactory to the such indemnified party; and if such defense is so assumed, such and, after notice from the indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party of its election so to assume and such undertake the defense thereof, the indemnifying party shall not be subject liable to any liability the indemnified party under this section for any settlement made without its consent (which shall not be unreasonably withheld); legal expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, PROVIDED, HOWEVER, that if the defendants in any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In such action include both the event an indemnifying party and such indemnified party and the indemnified party shall elect not have reasonably concluded based upon a written opinion of counsel that there may be reasonable defenses available to it which are different from those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of a claimsuch action, with (subject to the following sentence) the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. If the Company is the indemnifying party it shall not be obligated to pay the reasonable expenses and fees and expenses of more than only one separate counsel or firm whose selection is approved by the largest group of counsel for all similarly situated indemnified parties indemnified as measured by the aggregate value of securities registered by such indemnifying group. Any indemnified party in respect who chooses not to be represented by the foregoing separate counsel shall be entitled, at its own expense, to be represented by counsel of such claimits own selection. (d) If In order to provide for any reason just and equitable contribution, if a claim for indemnification is made pursuant to the foregoing indemnity provisions of this Section, but is unavailablefound in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification is not available (except for the reasons set forth in Sections 8(a) and (b)), then the indemnifying party party, in lieu of indemnifying the indemnified party, shall contribute to the Company:________ Holder:________ 6 amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities liabilities, or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand benefit and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party party, as well as any other relevant equitable considerations. Notwithstanding The Company and the foregoing, no holder Holder agree that it would not be just and equitable if contribution pursuant to this Section was determined by a pro rata allocation or by any other method of Registrable Securities shall be required to contribute any allocation that does not take account such equitable considerations. The amount in excess of the amount such holder would have been required to pay to paid by an indemnified party if shall also include expenses incurred by the indemnity under Section 3.5(b) were availableindemnified party that would otherwise have been subject to reimbursement or indemnification by the indemnifying party pursuant to the provisions of this Section. No Person party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not jointthe other party. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) Indemnification by the Company. The Company shall indemnify, to ------------------------------- the fullest extent permitted by applicable Lawlaw, each holder of Registrable Securities, its officers, directors, partners, employees directors and agents, if any, and each Person, if any, who controls such holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No If the offering pursuant to any registration statement provided for under this Section 2 is made through underwriters, no action or failure to act on the part of the such underwriters (whether or not such underwriter is an Affiliate affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten If the offering pursuant to any registration statement provided for under this Section 3.22 is made through underwriters, the Company agrees agrees, to the extent required by such underwriters, to enter into an underwriting agreement in customary form with the applicable underwriters, such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees directors and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before hereinbefore provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, officer or director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s 's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b) were available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (a) The Company shall indemnify, to To the fullest extent permitted by applicable Lawlaw, the Company shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such holder Holder within the meaning of Section 15 of the Securities Act, and each officer, director, partner and employee of such Holder and such controlling Person, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (joint or several), including reasonable attorney’s fees and disbursements and reasonable expenses of investigation (collectively, “Losses”), incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or common law other federal or otherwise)state laws, joint but only insofar as such Losses arise out of or several, resulting from are based upon any violation by the Company of the provisions of the Securities Act following statements or omissions (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, including any registration statement preliminary prospectus, any issuer free writing prospectus, the general disclosure package or the final prospectus (and as amended or supplemented if amended or supplemented) contained therein, or any preliminary prospectus amendments or caused by any supplements thereto; or (ii) the omission or alleged omission to state therein a material fact required to be stated therein in either such preliminary prospectus, issuer free writing prospectus, general disclosure package or final prospectus, or necessary to make the statements therein (in the case of any prospectustherein, in light of the circumstances under which they were made) , not misleading; provided, except however, that the indemnification required by this Section 7(a) shall not apply to amounts paid in settlement of any such Loss 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 to the extent that such losses, claims, damages, liabilities (it arises out of or proceedings is based upon a Violation which occurs in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained reliance upon and in or by any omission or alleged omission from conformity with information concerning any holder of Registrable Securities furnished in writing to the Company by such holder or on behalf of a Holder or any underwriter expressly for use therein. No action in connection with such registration; and provided, further, that this indemnity shall not be available to any Person who offers or failure to act on the part of the underwriters Transfers any Registrable Securities (whether pursuant to a prospectus or not such underwriter is an Affiliate of not) during any holder of Registrable Securities) shall affect the obligations of period which the Company has notified the Holder that such offers and Transfers must cease under the Agreement, including Sections 2.3(a), 4(b), 5(b) and 5(c). Subject to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In Section 7(c), in connection with any underwritten offering pursuant to Section 3.2the foregoing indemnification obligations, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee liable for reasonable fees and expenses of such underwriter or any Person who controls such underwriter within more than one separate firm for all the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusHolders. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to To the fullest extent permitted by applicable Lawlaw, the Holders (jointly and severally) shall indemnify and hold harmless the Company, each underwriter and their respective officersof the directors of the Company, directorseach of the officers of the Company who shall have signed the registration statement, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each officer, director, partner, and employee of such controlling Person, against any lossesand all Losses incurred by such Person pursuant to any actual or threatened action, claimssuit, damages, liabilities (proceeding or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material factinvestigation, or to which any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances foregoing Persons may otherwise become subject under which they were made) not misleadingthe Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Losses arise out of or are based upon any Violation, in each case to the extent that such untrue statement Violation arises out of or is contained in or such omission is from based upon information so concerning a holder furnished in writing by such holder or on behalf of a Holder expressly for use thereinin connection with such registration; provided provided, however, that (x) any indemnification required by this Section 7(b) shall not apply to amounts paid in settlement of any such holder’s obligations hereunder shall be limited to an amount equal to Loss if such settlement is effected without the net proceeds to such holder consent of the Registrable Securities sold pursuant to such registration statementHolders (which consent shall not be unreasonably withheld) and (y) in no event shall the amount of any indemnity obligation under this Section 7(b) exceed the gross proceeds from the applicable offering received by the Holders. (c) Any Person entitled to indemnification Promptly after receipt by an indemnified party under the provisions of this Section 3.5 7 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 7, such indemnified party shall deliver to the indemnifying party a written notice thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses (iin each case, to the extent reasonable) give prompt to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 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 7. Any such indemnified party shall have the right to employ separate counsel in any such action, claim with respect or proceeding and to which it seeks indemnification participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) permit such the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claimaction, with counsel reasonably satisfactory to the claim or proceeding on behalf of such indemnified party; and if such defense is so assumed, such it being understood, however, that the indemnifying party shall not enter into not, in connection with any settlement without one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the consent same jurisdiction arising out of the indemnified party if such settlement attributes liability to same general allegations or circumstances, be liable for the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claimcounsels). (d) If for any reason the foregoing indemnity is unavailable, then indemnification required by this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Losses referred to in this Section 7: (i) the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) Losses in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and indemnified parties in connection with the indemnified party actions that resulted in such Losses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder The relative fault of Registrable Securities such indemnifying party and indemnified parties shall be required determined by reference to, among other things, whether any Violation has been committed by, or relates to contribute any information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount in excess paid or payable by a party as a result of the amount Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7(a), 7(b) and 7(c), any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding; (ii) the parties hereto agree that it would have been required not be just and equitable if contribution pursuant to pay to an indemnified party if the indemnity under this Section 3.5(b7(d) were availabledetermined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 7(d)(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party The obligations of the Company and the Holders under this Section 7 shall make payments survive the completion of all amounts required to be made any offering of Registrable Securities pursuant to the foregoing provisions of registration statement under this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaidAgreement, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonotherwise.

Indemnification; Contribution. (a) The Company shall indemnifywill indemnify and hold harmless, to the fullest extent permitted by applicable Lawlaw, each holder of Registrable Securities, its officers, directors, partners, employees any Holder and agents, if anyany underwriter for such Holder, and each Personperson, if any, who controls the Holder or such holder within the meaning of Section 15 of the Securities Actunderwriter, from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with Company's consent) to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint costs or several, resulting from any violation by the Company expenses arise out of the provisions of the Securities Act or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any the registration statement or prospectus (and included in the prospectus, as amended or supplemented if amended supplemented, or supplemented(ii) or any preliminary prospectus or caused by any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of any prospectus, in light of the circumstances under which they were are made) , not misleading, except to and Company will reimburse the extent that Holder, such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by underwriter and each such holder expressly for use therein. No action or failure to act on the part controlling person of the underwriters (whether Holder or not such underwriter is an Affiliate of the underwriter, promptly upon demand, for any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities reasonable legal or any other Person pursuant to the preceding sentence. In expenses incurred by them in connection with any underwritten offering pursuant investigating, preparing to Section 3.2, the Company agrees to enter into an underwriting agreement defend or defending against or appearing as a third party witness in customary form connection with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (liability, action or proceedings proceeding; provided, however, that Company will not be liable in respect thereof) any such case to the extent that any such loss, damage, liability, cost or expense for which indemnification arises out of or is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting based upon an untrue statement or alleged untrue statement or omission or alleged omission at or prior so made in strict conformity with written information furnished by a Holder to the written confirmation of managing underwriter specifically for inclusion therein; provided, further, that the sale of Registrable Securities indemnity agreement contained in this subsection 2.6(a) shall not apply to such Person if such statement or omission was corrected amounts paid in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case settlement of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and loss, damage, liability or action if such defense settlement is so assumed, such indemnifying party shall not enter into any settlement effected without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its Company, which consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing Such indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b) were available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securitiesthe selling Holder, its officers, directors, agents the underwriter or any Personcontrolling person of the selling Holder or the underwriter, and regardless of any sale in connection with such offering by the selling Holder. Such indemnity shall survive the transfer of securities by a selling Holder. (b) Each Holder participating in a registration hereunder will indemnify and hold harmless Company, any underwriter for Company, and each person, if any, who controls Company or such holder underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling Holder's consent) to which Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as aforesaidsuch losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein 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, and shall survive each such Holder will reimburse Company, any underwriter and each such controlling person of Company or any underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the Transfer of Equity Securities extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished by such holder Holder to the managing underwriter specifically for inclusion therein; provided, however, that the indemnity agreement contained in this subsection 2.6(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld. In no event shall the liability of any Holder exceed the gross proceeds received by such Holder from the offering. (c) Promptly after receipt by an indemnified party pursuant to the provisions of subsections 2.6(a) or (b) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said subsections 2.6(a) or (b), promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than to the extent the party to be notified is actually prejudiced thereby. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the termination indemnifying party and there is a conflict of this Agreement interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said subsections 2.6(a) or (b) for any reasonlegal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within 15 days after written notice of the indemnified party's intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (d) If recovery is not available under the foregoing indemnification provisions with respect to a matter referred to in Sections 2.6 (a) or(b) hereof, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses as more fully set forth in an underwriting agreement to be executed in connection with such registration. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances; provided that no party shall be required to contribute an amount in excess of the amount it would have been required to pay pursuant to the foregoing indemnification provisions if they had been available.

Indemnification; Contribution. (a) The Company shall indemnify, agrees to the fullest extent permitted by applicable Law, each holder of Registrable Securities, indemnify and hold harmless SRCA and its officers, directors, partnersshareholders, employees and agentsemployees, if anyaffiliates, agents and each Person, if any, person who controls such holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus SRCA (and as amended or supplemented if amended or supplementedany of its affiliates) or any preliminary prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act of 1933, as amended or Section 20 of the Securities Exchange Act of 1934, as amended (each an “Indemnified Person”), to the same fullest extent lawful, against any and all claims, losses, damages, liabilities, and expenses (including all fees and disbursements of counsel and other expenses reasonably incurred in connection with the investigation of, preparation for and defense of any pending or threatened claim, action, proceeding, inquiry, investigation or litigation, to which an Indemnified Person may become subject) (collectively, “Damages”) incurred that arise out of or are related to any actual or proposed Transaction or Financing or SRCA’s engagement under this Agreement. However, this indemnification shall not include any Damages that are found in a final judgment by a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of SRCA. (b) If the indemnity above is unavailable or insufficient to hold harmless an Indemnified Person, then the Company shall contribute to amounts paid or payable by an Indemnified Person for Damages in such proportion as herein before provided with respect appropriately reflects the relative benefits received by the Company on the one hand and SRCA on the other. If applicable law does not permit allocation solely on the basis of benefits, then such contribution shall be made in such proportion as appropriately reflects both the relative benefits and relative fault of the parties and other relevant equitable considerations. However, in no event shall SRCA’s aggregate contributions for Damages exceed the amount of fees actually received by SRCA under this Agreement. The relative benefits to the indemnification Company and SRCA of a Transaction or Financing shall be deemed to be in the same proportion that the total value paid or received or contemplated to be paid or received by the Company or its security holders in connection with the Transaction or Financing bears to the fees paid to SRCA for the Transaction or Financing. (c) Promptly after receipt by SRCA of notice of any claim or the commencement of any action for which an Indemnified Person may be entitled to indemnity, SRCA shall promptly notify the Company of such claim or the commencement of such against the Indemnified Person that would give rise to indemnification. However, any delay or failure to notify the Company will not relieve the Company of its indemnity obligation except to the extent it is materially prejudiced by such delay or failure. The Company may participate in the defense of the holders claim and shall assume the defense of Registrable Securities; provided that the claim and shall pay as incurred the fees and disbursements of counsel for the proceeding. In any proceeding where the Company declines to assume the defense or the Company’s counsel is deemed to have a conflict of interest, the Indemnified Person shall have the right to retain its own counsel which shall be reasonably satisfactory to SRCA. The Company shall pay the fees and expenses of such counsel as incurred. However, the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense responsible for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm (other than counsel of counsel record) for all parties indemnified by such indemnifying party in respect of such claimIndemnified Persons. (d) If The Company will not enter into any waiver, release or settlement for any reason the foregoing indemnity is unavailablethreatened or pending claim, then the indemnifying action, proceeding or investigation or settle any related litigation for which indemnification may be sought under this Agreement (whether or not Indemnified Persons are a formal party shall contribute to the amount paid litigation), unless the waiver, release or payable by the indemnified party as a result settlement includes an unconditional release of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand each Indemnified Person from any and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault all liability arising out of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoingthreatened or pending claim, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b) were available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not jointaction, proceeding, investigation or litigation. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) The Company shall In connection with any registration of Registrable Securities pursuant to Section 3.01 or 3.02 hereof, ▇▇▇▇▇▇▇▇ American agrees to indemnify, to the fullest extent permitted by applicable Lawlaw, each holder of Registrable SecuritiesB&W, its officersaffiliates, their directors, partners, employees officers and agents, if any, shareholders and each Person, if any, Person who controls such holder B&W (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, ) against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation including reasonable attorneys' fees) caused by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement, prospectus or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus contained therein, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any a prospectus, in the light of the circumstances under which they were made) not misleading; provided, except however, that ▇▇▇▇▇▇▇▇ American shall not be required to the extent that such indemnify B&W, its affiliates, their officers, directors, shareholders or controlling Persons for any losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by resulting from any such untrue statement or alleged omission if such untrue statement contained or omission is made in reliance on and in conformity with any information with respect to B&W or by any omission or alleged omission from information concerning any holder of Registrable Securities such other parties furnished to ▇▇▇▇▇▇▇▇ American in writing to the Company by B&W or such holder other parties expressly for use therein. No action In connection with an underwritten offering, ▇▇▇▇▇▇▇▇ American will 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 failure the Exchange Act) to act on the part same extent as provided above with respect to the indemnification of B & W; provided, however, that such Underwriter agrees to indemnify ▇▇▇▇▇▇▇▇ American to the underwriters (whether same extent as provided below with respect to the indemnification of ▇▇▇▇▇▇▇▇ American by B&W. Notwithstanding the forgoing, with respect to any untrue statement or omission of material fact made in any prospectus or preliminary prospectus, the provisions of this Section 3.08 shall not such underwriter is an Affiliate inure to the benefit of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify Investor Party, any other holder of Registrable Securities or any other Underwriter from whom the Person pursuant asserting any such loss, claim, damages, liabilities or expenses purchased the Registrable Securities to the preceding sentence. extent that it shall be established that (i) any such loss, claim, damages, liabilities or expenses of such Person arises primarily from the fact that any Investor Party or any Underwriter sold Registrable Securities to such a Person, (ii) there was not sent or given a copy of the final prospectus (as amended or supplemented) at or prior to the written confirmation of such sale (provided ▇▇▇▇▇▇▇▇ American shall have previously furnished a sufficient number of copies thereof on a timely basis to the Investor Parties, any such holder and each Underwriter, as the case may be, in accordance herewith) and (iii) the final prospectus (as amended or supplemented) would have corrected any such untrue statement or omission of a material fact. (b) In connection with any underwritten offering pursuant to Section 3.2Registration Statement, the Company agrees Investor Parties holding Registrable Securities, as the case may be, will furnish to enter into an underwriting agreement ▇▇▇▇▇▇▇▇ American in customary form writing such information and affidavits with respect to the applicable underwritersInvestor Parties holding Registrable Securities, as the case may be, as ▇▇▇▇▇▇▇▇ American reasonably requests, including, but not limited to, information relating to the Investor Parties, as the case may be, for use in connection with any such Registration Statement, prospectus or preliminary prospectus and the Company agrees to indemnify such underwriters▇▇▇▇▇▇▇▇ American, their officers, its directors, employees and agents, if any, its officers who sign the Registration Statement and each Person, if any, who controls such underwriters ▇▇▇▇▇▇▇▇ American (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided the foregoing indemnity from ▇▇▇▇▇▇▇▇ American to B&W, but only with respect to the indemnification of the information relating to B&W or such other holders of Registrable Securities; provided that , as the Company shall not be required case may be, furnished to indemnify ▇▇▇▇▇▇▇▇ American in writing by B&W expressly for use in the Registration Statement, the prospectus, any such underwriter32 amendment or supplement thereto, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final preliminary prospectus. (bc) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 3.08(a) or (b), such Person (hereinafter called the indemnified party) shall promptly notify the Person against whom such indemnity may be sought (hereinafter called the indemnifying party) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any registration statement proceeding or related proceedings in connection the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. In the case of the retention of any such separate firm for the indemnified parties, such firm shall be designated in writing by the indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an offering indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 3.08(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in which a holder accordance with such request or reasonably objected in writing, on the basis of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnifythe standards set forth herein, to the fullest extent permitted by applicable Lawpropriety of such reimbursement prior to the date of such settlement. No indemnifying party shall, without the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 prior written consent of the Securities Actindemnified party, against effect any settlement of any pending or threatened 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 proceeding. (d) If the indemnification provided for in this Section 3.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities (or proceedings expenses referred to in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailable3.08, then the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder The relative fault of Registrable Securities such indemnifying party and indemnified party shall be required 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 contribute any state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount in excess paid or payable by a party as a result of the amount losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 3.08(c), any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding. The parties agree that it would have been required not be just and equitable if contribution pursuant to pay to an indemnified party if the indemnity under this Section 3.5(b3.08(d) were availabledetermined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in this Section 3.08(d). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to If indemnification is available under this Section 3.5 shall be several and not joint. (e) An 3.08, the indemnifying party shall make payments of all amounts required to be made pursuant indemnify each indemnified party to the foregoing provisions full extent provided in Sections 3.08(a) and (b) without regard to the relative fault of this Section 3.5 to said indemnifying party or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained any other equitable consideration provided for in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason3.08(d).

Indemnification; Contribution. (a) The Company shall indemnifyagrees to indemnify and hold harmless (i) the Holder, to (ii) each other Person who participates as an underwriter in the fullest extent permitted by applicable Lawoffering or sale of such securities, (iii) each holder of Registrable Securities, its officers, directors, partners, employees and agents, if any, and each Personperson, if any, who controls such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Holder or underwriter (any of the persons referred to in this clause (iii) being hereinafter referred to as a "controlling person") and (iv) the respective officers, directors, partners, employees, representatives and agents of the Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities liabilities, judgments or expenses, joint or several (or proceedings actions or proceedings, whether commenced or threatened, in respect thereof) and expenses (under the Securities Act or common law or otherwisecollectively, "Claims"), joint or several, resulting from any violation by the Company of the provisions to which such indemnified Person may become subject under either Section 15 of the Securities Act or Section 20 of the Exchange Act or otherwise, insofar as such Claims arise out of or are based upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or prospectus Prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus amendment or caused by supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except or a violation by the Company of the Securities Act or any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to the extent that Company relating to any such registration or qualification, except insofar as such losses, claims, damages, liabilities (or proceedings in respect thereof) liabilities, judgments or expenses of any such indemnified Person; (x) are caused by any such untrue statement or omission or alleged untrue statement contained in or by any omission or alleged omission from that is based upon information concerning any holder of Registrable Securities relating to such indemnified Person furnished in writing to the Company by or on behalf of any of such holder indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that the Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to the Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.2(b)(iv), the indemnified Person or the Holder was not permitted to do so. No Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or failure to act on the part similar or related actions or proceedings arising out of the underwriters same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (whether or in addition to any local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not such underwriter is an Affiliate be liable for any settlement of any holder of Registrable Securities) such action or proceeding effected without the Company's prior written consent, which consent shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwritersnot be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any indemnified Person is a party thereto), unless such underwriterssettlement, their officerscompromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding. (b) The Holder agrees to indemnify and hold harmless the Company and its directors, employees officers and agents, if any, and each Person, if any, who controls such underwriters any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as herein before provided the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with respect to actions based on information relating to the indemnification Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, and (ii) to the extent of the holders gross proceeds, if any, received by such Holder from the sale or other disposition of Registrable Securities; provided its Restricted Securities covered by such Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against the Holder, such Holder shall have the rights and duties given the Company in Section 2.6(a) (except that the Company Holder may but shall not be required to indemnify any assume the defense thereof), and the Company or its directors or officers or such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within controlling person shall have the meaning of Section 15 of the Securities Act, rights and duties given to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusHolder by Section 2.6(a). (c) If the indemnification provided for in this Section 2.6 is unavailable to an indemnified party under Section 2.5(a) or (b) In connection with any registration statement (other than by reason of exceptions provided in connection with an offering those Sections) in which a holder respect of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (liabilities, judgments or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material factreferred to therein, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectusthen each applicable indemnifying party, in light lieu of the circumstances under which they were made) not misleading, but only to the extent that indemnifying such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, claims damages, liabilities liabilities, judgments or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party Company on the one hand and the indemnified party Holder on the other hand from sale of Restricted Securities or (ii) if the such allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculatedlaw, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other referred to in clause (i) above but also the relative fault of the indemnifying party Company and the indemnified party Holder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holder and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid to a party as a result of the losses, claims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.6(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Section 2.6(c) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the foregoing, no holder provisions of Registrable Securities this Section 2.6(c) the Holder (and its related indemnified Persons) shall not be required to contribute contribute, in the aggregate, any amount in excess of the amount by which the dollar amount of proceeds received by such holder would have Holder upon the sale of the Restricted Securities exceeds the amount of any damages which such Holder has otherwise been required to pay to an indemnified party if the indemnity under Section 3.5(b) were availableby reason of such untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation misrepresentations (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 obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity indemnity, and contribution agreements provisions contained in this Section 3.5 shall remain 2.6 are in full force and effect regardless of addition to any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive liability which the Transfer of Equity Securities by such holder and indemnifying person may otherwise have to the termination of this Agreement for any reasonindemnified persons referred to above.

Indemnification; Contribution. (a) The Company shall indemnify, to If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To the fullest extent permitted by applicable Lawlaw, each holder of Registrable Securitiesthe Trust and the Corporation, its officersseverally and not jointly, directorsshall indemnify and hold harmless each Selling Holder, partners, employees and agents, if any, and each Person, if any, who controls such holder Selling Holder within the meaning of Section 15 of the Securities Act, each Person who participates as a sales or placement agent or underwriter in any offering of the Registered Securities and each officer, director, partner and employee of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (joint or several), including reasonable attorneys' fees and disbursements and reasonable expenses of investigation, incurred by such party or to which such party may become subject 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 common law other federal or otherwise)state laws, joint insofar as such losses, claims, damages, liabilities and expenses arise out of or several, resulting from are based upon any violation by the Company of the provisions of the Securities Act following statements, omissions or any violations (collectively a "Violation"): (i) Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any registration statement preliminary Prospectus or prospectus (and as amended or supplemented if amended or supplemented) final Prospectus contained therein, or any preliminary prospectus amendments or caused by any supplements thereto; or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (not misleading; provided, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in the case settlement of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense if such settlement is effected by the indemnified person without the consent of the Trust or the Corporation (which consent shall not be unreasonably withheld), nor shall the Trust or the Corporation be liable in any such case for which indemnification is claimed results from any such underwriter’s failure to send loss, claim, damage, liability or give a copy of an amended or supplemented final prospectus expense to the Person asserting an untrue statement extent that it arises out of or alleged untrue statement or omission or alleged omission at or prior is based upon a Violation which occurs in reliance upon and in conformity with information furnished to the written confirmation of Trust or the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and Corporation by the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement indemnified party expressly for use in connection with an offering such registration; and provided further that the indemnity agreement contained in which a holder of Registrable Securities is participating, each such holder, severally and this Section 7 shall not jointly, shall indemnify, apply to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company that any such loss is based on or such underwriter within the meaning arises out of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any an untrue statement or alleged untrue statement of 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 omission, and a copy of a material fact required the final Prospectus has not been sent or given to be stated in such person at or prior to the confirmation of sale to such person if an underwriter, placement agent or Selling Holder was under an obligation to deliver such final Prospectus and failed to do so. 7.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Trust, the Corporation, each of the Trustees of the Trust, each of the directors of the Corporation, each of the officers of the Trust or the Corporation who shall have signed the registration statement statement, each Person, if any, who controls the Trust or prospectus or preliminary prospectus or the Corporation within the meaning of the Securities Act, any amendment thereof or supplement thereto or necessary to make the statements therein (in the case other Selling Holder, any controlling Person of any prospectussuch other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including reasonable attorneys' fees and disbursements and reasonable expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in light of each case to the circumstances under which they were made) not misleadingextent that, but only to the extent that that, such untrue statement Violation arises out of or is contained based upon and was made in or such omission is from reliance upon information so concerning a holder furnished in writing by such holder Selling Holder expressly for use thereinin connection with such registration; provided provided, however, that (x) the indemnification required by this Section 7.2 shall not apply to amounts paid in settlement of any such holder’s obligations hereunder loss, claim, damage, liability or expense if such settlement (A) is effected without the consent of the relevant Selling Holder (which consent shall not be limited unreasonably withheld), (B) does not include an unconditional release of the indemnified party from all liability arising out of such action or claim or (C) includes a statement as to, or an admission of, fault, culpability or a failure to an act, by or on behalf of any indemnified party and (y) in no event shall the amount equal to of any indemnity under this Section 7.2 exceed the net proceeds to from the applicable offering received by such holder Selling Holder. 7.3. Promptly after receipt by an indemnified party under this Section 7 of notice of the Registrable Securities sold pursuant to commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such registration statement. (c) Any Person entitled to indemnification indemnified party may make a claim under the provisions of this Section 3.5 7, such indemnified party shall (i) give prompt notice deliver to the indemnifying party of any claim with respect to which it seeks indemnification a written notice thereof and (ii) permit such the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of thereof with nationally recognized counsel experienced in such claim, with counsel matters reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel and to not have the indemnifying party assume its defense, with the fees, disbursements and expenses to be paid by the indemnifying party, if representation of such defense is so assumedindemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party shall not enter into of any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party under this Section 7 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 7. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In have the event an indemnifying party shall elect not right to assume the defense of a claimsuch action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of more than one such additional counsel or firm of counsel for all parties indemnified counsels). 7.4. If the indemnification required by such this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of such claim.any losses, claims, damages, liabilities or expenses referred to in this Section 7: (di) If for any reason the foregoing indemnity is unavailableThe indemnifying party, then the in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and indemnified parties in connection with the indemnified party actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder The relative fault of Registrable Securities such indemnifying party and indemnified parties shall be required determined by reference to, among other things, whether any Violation has been committed by, or relates to contribute any information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount in excess paid or payable by a party as a result of the amount losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.1 and Section 7.2, any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would have been required not be just and equitable if contribution pursuant to pay this Section 7.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to an indemnified party if the indemnity under in Section 3.5(b) were available7.4(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 7.5. The obligation of any Person to contribute pursuant to If indemnification is available under this Section 3.5 7, the indemnifying parties shall be several and not joint. (e) An indemnifying indemnify each indemnified party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained full extent provided in this Section 3.5 7 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 7.4 except that no Selling Holder shall remain be liable for any amount in full force excess of the net proceeds it receives in the offering which is the subject of the indemnification proceeding. 7.6. The obligations of the Trust and effect regardless the Corporation under this Section 7 shall be in addition to any liability which the Trust and the Corporation may otherwise have to the persons specified in Section 7.1 and the obligations of the Selling Holders under this Section 7 shall be in addition to any investigation made by liability which such Persons may otherwise have to the Trust and the Corporation. The remedies provided in this Section 7 are not exclusive and shall not limit any rights or on behalf remedies which may otherwise be available to an indemnified party at law or in equity. 7.7. The obligations of a participating holder the Trust, the Corporation and the Selling Holders of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and Securities under this Section 7 shall survive the Transfer completion of Equity any offering of Registrable Securities by such holder pursuant to a registration statement under this Agreement, and the termination of this Agreement for any reasonotherwise.

Indemnification; Contribution. (a) The Company shall indemnifyshall, without limitation as to time, indemnify and hold harmless, to the fullest full extent permitted by applicable Lawlaw, each holder of Registrable SecuritiesStockholder, its the officers, directors, partnersmembers, agents and employees and agentsof each of them, if any, and each Person, if any, Person who controls each such holder Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), the officers, directors, agents and employees of each such controlling person and any financial or investment adviser (each, an "Indemnified Stockholder"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities (liabilities, actions or proceedings in respect thereof(whether commenced or threatened) reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (under the Securities Act or common law or otherwiseincluding reasonable expenses of investigation) (collectively, "Losses"), joint as incurred, arising out of or several, resulting from any violation by the Company of the provisions of the Securities Act or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement, prospectus or form of prospectus (and as amended or supplemented if amended in any amendment or supplemented) supplements thereto or in any preliminary prospectus prospectus, or caused by arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent extent, but only to the extent, that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement is contained in in, or by any such omission or alleged omission from is required to be contained in, any information concerning so furnished in writing by the Company to such Stockholder expressly for use in such Registration Statement or prospectus and that such statement or omission was reasonably relied upon by such Stockholder in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that the Company shall not be liable in any holder of Registrable Securities such case to the extent that the Company has furnished in writing to such Stockholder within a reasonable period of time prior to the Company by filing of any such holder Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to such Stockholder, and such Stockholder failed to include such information therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of ; provided, further, however, that the Company shall not be liable to indemnify any holder Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters underwriter(s) within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, Losses arise out of or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting are based upon an untrue statement or alleged untrue statement or omission or alleged omission at made in any preliminary prospectus if (A) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities to by such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable LawPerson asserting the claim from which such Losses arise, (B) the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or prospectus would have corrected such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any such omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectusomission, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (iiC) permit such indemnifying party to assume the defense Company has complied with its obligations under Section 7(e)(iii). Each indemnity and reimbursement of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees costs and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b) were available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonIndemnified Stockholder.

Indemnification; Contribution. (a) Indemnification by the Company. The Company shall indemnifyagrees to indemnify and --------------------------------- hold harmless the Holder and the beneficial owners, to officers and directors of the fullest extent permitted by applicable Law, each holder of Registrable Securities, its officers, directors, partners, employees and agents, if any, Holder and each Person, if any, who controls such holder the Holder within the meaning of Section 15 of the Securities ActAct as follows: (i) against any and all loss, against all lossesliability, claimsclaim, damagesdamage and expense whatsoever, liabilities (as incurred, to which the Holder, or proceedings in respect thereof) and expenses (any beneficial owner, officer, director or controlling Person of the Holder may become subject under the Securities Act or common law otherwise (A) that arise out of or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) the Shelf Registration Statement or any preliminary prospectus amendment thereto, or caused by 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 or (B) that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Prospectus or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the case of any prospectus, in light of the circumstances under which they were made, not misleading or (C) not misleadingthat arise out of or are based upon any violation by the Company of the Securities Act, except the Exchange Act, or any rule or regulation promulgated thereunder in connection with its obligations hereunder; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent that such lossesof the aggregate amount paid in settlement of any litigation, claims, damages, liabilities (or proceedings in respect thereof) investigation or expenses are caused proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder or violation, if such settlement is effected with the written consent of Registrable Securities furnished in writing the Company; and (iii) subject to the Company limitations set forth in Section 5(c), against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by such holder expressly for use therein. No action any governmental agency or failure to act on the part of the underwriters (body, commenced or threatened, in each case whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwritera party, or any officer, director or employee of claim whatsoever based upon any such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnifyviolation, to the fullest extent permitted by applicable Lawthat any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that the Companyindemnity provided pursuant to this Section 5(a) -------- ------- shall not apply with respect to any loss, each underwriter and their respective officersliability, directorsclaim, employees and agents, if any, and each Person, if any, who controls the Company damage or such underwriter within the meaning expense that arises out of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from is based upon any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required made in reliance upon and in conformity with written information furnished to be stated the Company by the Holder expressly for use in the registration statement or prospectus or preliminary prospectus Shelf Registration Statement or any amendment thereof thereto, or the Shelf Prospectus or any amendment or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statementthereto. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b) were available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) The Company shall indemnify, to If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To the fullest extent permitted by applicable Lawlaw, each holder of Registrable Securitiesthe Trust and the Corporation, its officersseverally and not jointly, directorsshall indemnify and hold harmless each Selling Holder, partners, employees and agents, if any, and each Person, if any, who controls such holder Selling Holder within the meaning of Section 15 of the Securities Act, each Person who participates as a sales or placement agent or underwriter in any offering of the Registered Securities and each officer, director, partner and employee of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (joint or several), including reasonable attorneys' fees and disbursements and reasonable expenses of investigation, incurred by such party or to which such party may become subject 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 common law other federal or otherwise)state laws, joint insofar as such losses, claims, damages, liabilities and expenses arise out of or several, resulting from are based upon any violation by the Company of the provisions of the Securities Act following statements, omissions or any violations (collectively a "Violation"): (i) Any untrue statement or alleged untrue statement of a material fact contained in any such registration statement or prospectus (and as amended or supplemented if amended or supplemented) or statement, including any preliminary prospectus Prospectus or caused by any final Prospectus (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (not misleading; provided, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in the case settlement of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense if such settlement is effected by the indemnified person without the consent of the Trust or the Corporation (which consent shall not be unreasonably withheld), nor shall the Trust or the Corporation be liable in any such case for which indemnification is claimed results from any such underwriter’s failure to send loss, claim, damage, liability or give a copy of an amended or supplemented final prospectus expense to the Person asserting an untrue statement extent that it arises out of or alleged untrue statement or omission or alleged omission at or prior is based upon a Violation which occurs in reliance upon and in conformity with information furnished to the written confirmation of Trust or the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and Corporation by the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement indemnified party expressly for use in connection with an offering such registration; and provided further that the indemnity agreement contained in which a holder of Registrable Securities is participating, each such holder, severally and this Section 7 shall not jointly, shall indemnify, apply to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company that any such loss is based on or such underwriter within the meaning arises out of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any an untrue statement or alleged untrue statement of 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 omission, and a copy of a material fact required the final Prospectus has not been sent or given to be stated in such person at or prior to the confirmation of sale to such person if an underwriter, placement agent or Selling Holder was under an obligation to deliver such final Prospectus and failed to do so. 7.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Trust, the Corporation, each of the Trustees of the Trust, each of the directors of the Corporation, each of the officers of the Trust or the Corporation who shall have signed the registration statement statement, each Person, if any, who controls the Trust or prospectus or preliminary prospectus or the Corporation within the meaning of the Securities Act, any amendment thereof or supplement thereto or necessary to make the statements therein (in the case other Selling Holder, any controlling Person of any prospectussuch other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including reasonable attorneys' fees and disbursements and reasonable expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in light of each case to the circumstances under which they were made) not misleadingextent that, but only to the extent that that, such untrue statement Violation arises out of or is contained based upon and was made in or such omission is from reliance upon information so concerning a holder furnished in writing by such holder Selling Holder expressly for use thereinin connection with such registration; provided provided, however, that such holder’s obligations hereunder shall be limited to (x) the indemnification 7.3. Promptly after receipt by an amount equal to the net proceeds to such holder indemnified party under this Section 7 of notice of the Registrable Securities sold pursuant to commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such registration statement. (c) Any Person entitled to indemnification indemnified party may make a claim under the provisions of this Section 3.5 7, such indemnified party shall (i) give prompt notice deliver to the indemnifying party of any claim with respect to which it seeks indemnification a written notice thereof and (ii) permit such the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of thereof with nationally recognized counsel experienced in such claim, with counsel matters reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel and to not have the indemnifying party assume its defense, with the fees, disbursements and expenses to be paid by the indemnifying party, if representation of such defense is so assumedindemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party shall not enter into of any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and under this Section 7 to the extent of such prejudice but shall not relieve the indemnifying party shall not be subject of any liability that it may have to any liability for indemnified party otherwise than pursuant to this Section 7. Any fees and expenses incurred by the indemnified party (including any settlement made without its consent 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 (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect 30) days of written notice thereof to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall elect not have the right to assume employ separate counsel in any such action, claim or proceeding and to participate in the defense of a claimthereof, such indemnifying party shall not be obligated to pay but the fees and expenses of more than one such counsel or firm shall be the expenses of counsel for all parties such indemnified by such party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying 7.4. If the indemnification required by this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of such claim.any losses, claims, damages, liabilities or expenses referred to in this Section 7: (di) If for any reason the foregoing indemnity is unavailableThe indemnifying party, then the in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and indemnified parties in connection with the indemnified party actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder The relative fault of Registrable Securities such indemnifying party and indemnified parties shall be required determined by reference to, among other things, whether any Violation has been committed by, or relates to contribute any information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount in excess paid or payable by a party as a result of the amount such holder losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in (ii) The parties hereto agree that it would have been required not be just and equitable if contribution pursuant to pay this Section 7.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to an indemnified party if the indemnity under in Section 3.5(b) were available7.4(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 7.5. The obligation of any Person to contribute pursuant to If indemnification is available under this Section 3.5 7, the indemnifying parties shall be several and not joint. (e) An indemnifying indemnify each indemnified party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained full extent provided in this Section 3.5 7 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 7.4 except that no Selling Holder shall remain be liable for any amount in full force excess of the net proceeds it receives in the offering which is the subject of the indemnification proceeding. 7.6. The obligations of the Trust and effect regardless the Corporation under this Section 7 shall be in addition to any liability which the Trust and the Corporation may otherwise have to the persons specified in Section 7.1 and the obligations of the Selling Holders under this Section 7 shall be in addition to any investigation made by liability which such Persons may otherwise have to the Trust and the Corporation. The remedies provided in this Section 7 are not exclusive and shall not limit any rights or on behalf remedies which may otherwise be available to an indemnified party at law or in equity. 7.7. The obligations of a participating holder the Trust, the Corporation and the Selling Holders of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and Securities under this Section 7 shall survive the Transfer completion of Equity any offering of Registrable Securities by such holder pursuant to a registration statement under this Agreement, and the termination of this Agreement for any reasonotherwise.

Indemnification; Contribution. (ai) The Company shall indemnifyshall, without limitation as to time, indemnify and hold harmless, to the fullest full extent permitted by applicable Lawlaw, each holder of Registrable SecuritiesStockholder, its the officers, directors, partnersmembers, agents and employees and agentsof each of them, if any, and each Person, if any, Person who controls each such holder Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), the officers, directors, agents and employees of each such controlling person and any financial or investment adviser (each, an "Indemnified Stockholder"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities (liabilities, actions or proceedings in respect thereof(whether commenced or threatened) reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (under the Securities Act or common law or otherwiseincluding reasonable expenses of investigation) (collectively, "Losses"), joint as incurred, arising out of or several, resulting from any violation by the Company of the provisions of the Securities Act or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement, prospectus or form of prospectus (and as amended or supplemented if amended in any amendment or supplemented) supplements thereto or in any preliminary prospectus prospectus, or caused by arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent extent, but only to the extent, that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement is contained in in, or by any such omission or alleged omission from is required to be contained in, any information concerning so furnished in writing by the Company to such Stockholder expressly for use in such Registration Statement or prospectus and that such statement or omission was reasonably relied upon by such Stockholder in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that the Company shall not be liable in any holder of Registrable Securities such case to the extent that the Company has furnished in writing to such Stockholder within a reasonable period of time prior to the Company by filing of any such holder Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to such Stockholder, and such Stockholder failed to include such information therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of ; provided, further, however, that the Company shall not be liable to indemnify any holder Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters underwriter(s) within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, Losses arise out of or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting are based upon an untrue statement or alleged untrue statement or omission or alleged omission at made in any preliminary prospectus if (A) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities to by such Person if to the Person asserting the claim from which such Losses arise, (B) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission was corrected or alleged omission, and (C) the Company has complied with its obligations under Section 4(e)(iii). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusIndemnified Stockholder. (bii) In connection with any registration statement Registration Statement in which a Stockholder is participating, such Stockholder, or an authorized officer of such Stockholder, shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with an offering in which a holder of Registrable Securities is participating, each such holderany Registration Statement or prospectus and agrees, severally and not jointly, shall to indemnify, to the fullest full extent permitted by applicable Lawlaw, the Company, each underwriter and their respective its directors, officers, directorsagents and employees, employees and agents, if any, and each Person, if any, Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons (each, an "Indemnified Company", and together with the Indemnified Stockholders, the "Indemnified Parties"), from and against any lossesall Losses, claimsas incurred, damages, liabilities (arising out of or proceedings in respect thereof) and expenses resulting from based upon any untrue statement or alleged untrue statement of a material factfact contained in any Registration Statement, prospectus or form of prospectus or in any amendment or supplements thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent extent, that such untrue or alleged untrue statement is contained in in, or such omission or alleged omission is from required to be contained in, any information so concerning a holder furnished in writing by such holder Stockholder to the Company expressly for use therein; provided in such Registration Statement or prospectus and that such holder’s obligations hereunder statement or omission was reasonably relied upon by the Company in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that such Stockholder shall not be limited to an amount equal liable in any such case to the extent that such Stockholder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of any selling Stockholder hereunder be greater in amount than the after-tax dollar amount of the proceeds (net proceeds to of payment of all expenses) received by such holder Stockholder upon the sale of the Registrable Securities sold pursuant giving rise to such registration statementindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Company. (ciii) Any Person entitled to indemnification under the provisions of this Section 3.5 Indemnified Party shall (i) give prompt notice to the indemnifying party or parties from which such indemnity is sought (the "Indemnifying Parties") of the commencement of any claim action, suit, proceeding or investigation or written threat thereof (a "Proceeding") with respect to which it such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any obligation or liability except to the extent that the Indemnifying Parties have been prejudiced by such failure. The Indemnifying Parties shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such Proceeding, to assume, at the Indemnifying Parties' expense, the defense of any such Proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party or Indemnified Parties (if more than one such Indemnified Party is named in any Proceeding) shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless: (iix) permit the Indemnifying Parties agree to pay such indemnifying party fees and expenses; (y) the Indemnifying Parties fail promptly to assume the defense of such claim, with Proceeding or fail to employ counsel reasonably satisfactory to such Indemnified Party or Indemnified Parties; or (z) the indemnified party; named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party or Indemnified Parties and the Indemnifying Parties, and there may be one or more defenses available to such Indemnified Party or Indemnified Parties that are different from or additional to those available to the Indemnifying Parties, in which case, if such Indemnified Party or Indemnified Parties notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Parties, it being understood, however, that, unless there exists a conflict among Indemnified Parties, the Indemnifying Parties shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Party or Indemnified Parties. Whether or not such defense is so assumedassumed by the Indemnifying Parties, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall Indemnifying Parties or Indemnified Party or Indemnified Parties will not be subject to any liability for any settlement made without its or their consent (which shall but such consent will not be unreasonably withheld); and . The Indemnifying Parties shall not consent to entry of any underwriting agreement entered judgment or enter into with respect to any registration statement provided settlement which (A) provides for under this Article III shall so provide. In other than monetary damages without the event an indemnifying party shall elect not to assume consent of the defense of a claim, such indemnifying party Indemnified Party or Indemnified Parties (which consent shall not be obligated unreasonably withheld or delayed) or (B) does not include as an unconditional term thereof the giving by the claimant or plaintiff to pay such Indemnified Party or Indemnified Parties of a release, in form and substance satisfactory to the fees and expenses of more than one counsel Indemnified Party or firm of counsel for Indemnified Parties, from all parties indemnified by such indemnifying party liability in respect of such claimProceeding for which such Indemnified Party would be entitled to indemnification hereunder. (div) If the indemnification provided for in this Section 4(g) is unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party harmless for any reason the foregoing indemnity is unavailableLosses in respect of which this Section 4(g) would otherwise apply by its terms, then the each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall have a joint and several obligation to contribute to the amount paid or payable by the indemnified party such Indemnified Party as a result of such lossesLosses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by fault of and relative benefit to the indemnifying party Indemnifying Party, on the one hand hand, and the indemnified party such Indemnified Party, on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculatedhand, in connection with the actions, statements or omissions that resulted in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any Proceeding, to the extent such party would have been indemnified for such expenses if the indemnification provided for in Section 4(g)(i) or 4(g)(ii) was available to such party. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4(g)(iv) were determined by pro-rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 4(g)(iv). Notwithstanding the foregoingprovisions of this Section 4(g)(iv), no holder of Registrable Securities an Indemnifying Party that is a selling Stockholder shall not be required to contribute any amount in excess of the amount by which the net after-tax proceeds received by such holder would have Indemnifying Party exceeds the amount of any damages that such Indemnifying Party has otherwise been required to pay to an indemnified party if the indemnity under Section 3.5(b) were availableby reasons 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. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) The Company shall indemnify, to If any Registrable Securities are included in a registration statement under this Agreement: 11.1. To the fullest extent permitted by applicable Lawlaw, each holder of Registrable Securities, its officers, directors, partners, employees the Company shall indemnify and agents, if any, hold harmless ▇▇. ▇▇▇▇▇ against any and each Person, if any, who controls such holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (joint or several), including reasonable attorneys' fees and disbursements and reasonable 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 common law other federal or otherwise)state laws, joint insofar as such losses, claims, damages, liabilities and expenses arise out of or several, resulting from are based upon any violation by the Company of the provisions of the Securities Act following statements, omissions or any violations (collectively a "Violation"): (i) Any untrue statement or alleged untrue statement of a material fact contained in any such registration statement or prospectus (and as amended or supplemented if amended or supplemented) or statement, including any preliminary prospectus or caused by final prospectus contained therein, or any amendments or supplements thereto; or (ii) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (not misleading; provided, however, that the indemnification required by this Section 11.1 shall not apply to amounts paid in the case settlement of any prospectussuch loss, in light claim, damage, liability or expense if such settlement is effected without the consent of the circumstances under Company (which they were made) consent shall not misleadingbe unreasonably withheld), except nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that such losses, claims, damages, liabilities (it arises out of or proceedings is based upon a Violation that occurs in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained reliance upon and in or by any omission or alleged omission from conformity with information concerning any holder of Registrable Securities furnished in writing to the Company by such holder the indemnified party expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to registration. 11.2. To the fullest extent permitted by applicable Lawlaw, ▇▇. ▇▇▇▇▇ shall indemnify and hold harmless the Company, each underwriter and their respective officersof the directors of the Company, directorseach of the officers of the Company who shall have signed the registration statement, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from (joint and several), including reasonable attorneys' fees and disbursements and reasonable expenses of investigation, incurred by such party pursuant to any untrue statement actual or alleged untrue statement of a material factthreatened action, suit, proceeding or investigation, or to which any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances foregoing Persons may otherwise become subject under which they were made) not misleadingthe Securities Act, the Exchange Act or other federal or state laws, but only insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the extent that such untrue statement Violation arises out of or is contained in or such omission is from based upon information so concerning a holder furnished by ▇▇. ▇▇▇▇▇ in writing by such holder expressly for use thereinin connection with such registration; provided provided, however, that (x) any indemnification required by this Section 11.2 shall not apply to amounts paid in settlement of any such holder’s obligations hereunder loss, claim, damage, liability or expense if such settlement is effected without the consent of ▇▇. ▇▇▇▇▇ (which consent shall not be limited to unreasonably withheld) and (y) in no event shall the amount of any indemnity under this Section 11.2 exceed the gross proceeds from the applicable offering received by ▇▇. ▇▇▇▇▇. 11.3. Promptly after receipt by an amount equal indemnified party under this Section 11 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 11, such indemnified party shall deliver to the net proceeds indemnifying party a written notice thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such holder of indemnified party by the Registrable Securities sold pursuant counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such registration statement. (c) Any Person entitled indemnified party and any other party represented by such counsel in such proceeding. The failure to indemnification under the provisions of this Section 3.5 shall (i) give prompt deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 11 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 11. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim with respect or proceeding and to which it seeks indemnification participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) permit such the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claimaction, with counsel reasonably satisfactory to the claim or proceeding on behalf of such indemnified party; and if such defense is so assumed, such it being understood, however, that the indemnifying party shall not enter into not, in connection with any settlement without one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the consent same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party if a conflict of interest may exist between such settlement attributes liability to the indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one such additional counsel or firm of counsel for all parties indemnified counsels). 11.4. If the indemnification required by such this Section 11 from the indemnifying party is unavailable to an indemnified party hereunder in respect of such claim.any losses, claims, damages, liabilities or expenses referred to in this Section 11: (di) If for any reason the foregoing indemnity is unavailableThe indemnifying party, then the in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and indemnified parties in connection with the indemnified party actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder The relative fault of Registrable Securities such indemnifying party and indemnified parties shall be required determined by reference to, among other things, whether any Violation has been committed by, or relates to contribute any information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount in excess paid or payable by a party as a result of the amount losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 11.1 and Section 11.2, any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would have been required not be just and equitable if contribution pursuant to pay this Section 11.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to an indemnified party if the indemnity under in Section 3.5(b) were available11.4(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 11.5. The obligation of any Person to contribute pursuant to If indemnification is available under this Section 3.5 11, the indemnifying parties shall be several and not joint. (e) An indemnifying indemnify each indemnified party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained full extent provided in this Section 3.5 shall remain in full force and effect regardless 11 without regard to the relative fault of any investigation made by such indemnifying party or on behalf of a participating holder of Registrable Securities, its officers, directors, agents indemnified party or any Person, if any, who controls such holder as aforesaid, other equitable consideration referred to in Section 11.4. 11.6. The obligations of the Company and ▇▇. ▇▇▇▇▇ under this Section 11 shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonAgreement.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to this Article II, the Company shall indemnifyagrees to indemnify and hold harmless, to the fullest extent permitted by applicable Law, each holder of Registrable Securities, Investor and its officers, directors, partners, employees and agents, if any, respective Affiliates and each Person, if any, Person who controls such holder Investor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the directors, officers, employees, partners, affiliates, members, managers, shareholders, assignees and representatives of each of the foregoing (collectively, the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) liabilities, judgments, actions and expenses (under the Securities Act or common law or otherwise), including documented and reasonable attorneys’ fees) (“Losses”) joint or several, resulting from any violation by the Company several arising out of the provisions of the Securities Act or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement part of any Registration Statement, any preliminary or final prospectus (and as amended or supplemented if amended or supplemented) other disclosure document used in connection with the Registrable Securities, any Issuer FWP or any preliminary prospectus amendment or caused by supplement to any of the foregoing, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities misleading or (or proceedings in respect thereofii) or expenses are caused by any untrue statement violation or alleged untrue statement contained in violation by the Company or by any omission of its Subsidiaries of any federal, state, foreign or alleged omission from information concerning any holder of Registrable Securities furnished in writing common law rule or regulation applicable to the Company by such holder expressly for use therein. No or any of its Subsidiaries and relating to action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In inaction in connection with any underwritten offering pursuant to Section 3.2such registration, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwritersRegistration Statement, and the Company agrees to indemnify such underwritersother disclosure document or Issuer FWP; provided, their officershowever, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall will not be required to indemnify any Indemnified Person for any Losses resulting from any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to extent such Person if such untrue statement or omission was corrected made in reliance on and in conformity with information with respect to any Indemnified Person furnished to the Company in writing by such amended Investor expressly for use in the Registration Statement or supplemented final prospectus prior in which such untrue statement or omission is purported to such written confirmation and the underwriter was provided with such amended or supplemented final prospectushave occurred. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participatingRegistration Statement, preliminary or final prospectus, or Issuer FWP, each such holderInvestor agrees to indemnify, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officersits Directors, directors, employees and agents, if any, its officers who sign such Registration Statement and each Person, if any, who controls the Company or such underwriter (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 Investor, against any lossesbut only with respect to information with respect to the Investor furnished to the Company in writing by the Investor expressly for use in such Registration Statement, claimspreliminary or final prospectus, damages, liabilities (or proceedings Issuer FWP to the extent such information is included in respect thereof) and expenses resulting from any the Registration Statement or prospectus in which such untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required is purported to be stated have occurred in reliance upon and in conformity with the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only information furnished to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing Company by such holder the Investor expressly for use therein; provided provided, however, that in no event shall the Investor’s liability pursuant to this Section 2.08 in respect of the offering to which such holder’s obligations hereunder shall be limited to Losses relate exceed an amount equal to the net proceeds to the Investor (after deduction of all Underwriters’ discounts and commissions) from such holder offering less the amount of any damages which the Registrable Securities sold pursuant Investor has otherwise been required to pay by reason of such registration statementinformation. (c) Any In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification under Section 2.08(a) or (b), such Person (hereinafter called the provisions of this Section 3.5 shall “indemnified party”) will (i) promptly notify the Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing; provided, however, that the failure to give prompt such notice to shall not relieve the indemnifying party of its obligations pursuant to this Agreement except to the extent such indemnifying party has been prejudiced in any claim with material respect to which it seeks indemnification and by such failure; (ii) permit such 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 counsel related to such claim, action or proceeding. In any such claim, action or proceeding, any indemnified party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (without prejudice to such indemnified party’s indemnity and other rights under the Charter, Bylaws and applicable Law, if such defense is so assumed, such any) unless (A) the indemnifying party shall not enter into any settlement without the consent of and the indemnified party if have mutually agreed to the retention of such settlement attributes liability 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 such the indemnified party has been advised in writing by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them, (C) the indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not has failed to assume the defense of a such claim and employ counsel reasonably satisfactory to the indemnified party, or (D) any such, claim, such action or proceeding is a criminal or regulatory enforcement action. It is understood that the indemnifying party shall not will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be obligated to pay liable for the reasonable fees and expenses of more than one counsel or separate firm of attorneys for the indemnified parties (in addition to any local counsel at any time for all parties such indemnified parties) and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (C) above reimbursement is sought and delivery of documentation of such fees and expenses. In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there has been a final non-appealable judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 2.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party has not reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such reimbursement prior to the date of such settlement. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding (i) in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such claimindemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, (ii) that involves the imposition of equitable remedies on the indemnified party or the imposition of any obligation on the indemnified party, other than as a result of the imposition of financial obligations for which the indemnified person will be indemnified hereunder, or (iii) that includes a statement as to or admission of fault, culpability, or a failure to act, by or on behalf of any indemnified person. (d) If the indemnification provided for in this Section 2.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any reason the foregoing indemnity is unavailableLosses referred to in this Section 2.08, then the indemnifying party shall party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses Losses (i) in such proportion as is appropriate to reflect the relative benefits received by fault of the indemnifying party on the one hand and the indemnified party on in connection with the actions that resulted in such Losses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculatedLaw, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other fault referred to in clause (i) but also the relative fault benefit of the indemnifying party Company, on the one hand, and the indemnified party applicable Investor, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Notwithstanding The relative fault of such indemnifying party and indemnified party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the foregoingparties’ relative intent, no holder of Registrable Securities shall be required knowledge, access to contribute any information and opportunity to correct or prevent such action. The amount in excess paid or payable by a party as a result of the amount Losses referred to above will be deemed to include, subject to the limitations set forth in Section 2.08(c), any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding. (e) The parties agree that it would have been required not be just and equitable if contribution pursuant to pay to an indemnified party if the indemnity under Section 3.5(b2.08(d) were availabledetermined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 2.08(d). No 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 who was not guilty of such fraudulent misrepresentation. The obligation Notwithstanding the provisions of Section 2.08(d) and this Section 2.08(e), each Investor’s liability pursuant to Section 2.08(d) in respect of the offering to which such Losses relate shall not exceed an amount equal to the proceeds to such Investor (after deduction of all Underwriters’ discounts and commissions) from such offering less the amount of any Person damages which the Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Each Investor’s obligation to contribute pursuant to this Section 3.5 shall be 2.08 is several in proportion to the number of Registrable Securities held by the Investors hereunder and not joint. (ef) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions For purposes of this Section 3.5 2.08, each Indemnified Person shall have the same rights to or for contribution as the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity applicable Investor, and contribution agreements contained in this Section 3.5 shall remain in full force each officer, Director and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as the Company, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such holder as aforesaidparty in respect of which a claim for contribution may be made against another party or parties under this Section 2.08, and notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall survive not relieve the Transfer of Equity Securities party or parties from whom contribution may be sought from any obligation it or they may have under this Section 2.08 or otherwise except to the extent that it has been prejudiced in any material respect by such holder failure. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld. (g) If indemnification is available under this Section 2.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 2.08(a) and (b) without regard to the termination relative fault of this Agreement said indemnifying party or indemnified party or any other equitable consideration provided for any reasonin Section 2.08(d).

Indemnification; Contribution. (a) The Company shall indemnify, to If any Registrable ----------------------------- Securities are included in a registration statement under this Agreement: 7.1. To the fullest extent permitted by applicable Lawlaw, the Company shall indemnify and hold harmless each holder of Registrable SecuritiesSelling Holder, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such holder Selling Holder within the meaning of Section 15 of the Securities Act, and each officer, director, partner, employee and agent of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several), resulting from any violation by the Company including attorneys' fees and disbursements and expenses of the provisions of the Securities Act or any investigation, incurred by (i) Any untrue statement or alleged untrue statement of a material fact contained in any such registration statement or prospectus (and as amended or supplemented if amended or supplemented) or statement, including any preliminary prospectus or caused by final prospectus contained therein, or any amendments or supplements thereto; (ii) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; provided, however, that the indemnification required by this Section 7.1 shall -------- ------- ----------- not apply to amounts paid in the case settlement of any prospectussuch loss, in light claim, damage, liability or expense if such settlement is effected without the consent of the circumstances under Company (which they were made) consent shall not misleadingbe unreasonably withheld), except nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that such losses, claims, damages, liabilities (it arises out of or proceedings is based upon a Violation which occurs in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained reliance upon and in or by any omission or alleged omission from conformity with written information concerning any holder of Registrable Securities furnished in writing to the Company by such holder the indemnified party expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In in connection with any underwritten offering pursuant to Section 3.2, the such registration. The Company agrees to enter into an underwriting agreement in customary form with the applicable shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the Company agrees to indemnify such underwritersdistribution, their officers, directors, agents and employees and agents, if any, and each Person, if any, Person who controls such underwriters Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided above with respect to the indemnification of the holders of Registrable SecuritiesSelling Holders; provided provided, however, that the Company indemnity agreement contained in -------- ------- this Section 7.1 shall not be required apply to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (any such ----------- loss is based on or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy arises out of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any an omission or alleged omission of to state a material fact required to be stated fact, included in the registration statement or prospectus or omitted from any preliminary prospectus or any amendment thereof or supplement thereto or necessary to make if the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that final prospectus shall correct such untrue statement is contained in or alleged untrue statement, or such omission is from information so concerning or alleged omission, and a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder copy of the final prospectus has not been sent or given to a purchaser of a Registrable Securities sold pursuant Security subject to such registration statementat or prior to the confirmation of sale to such Person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. (c) Any 7.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any other Selling Holder, any controlling Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification such other Selling Holder and (ii) permit such indemnifying party to assume the defense each officer, director, partner, employee and agent of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party other Selling Holder and such indemnifying party shall not be subject to controlling Person, against any liability for any settlement made without its consent and all losses, claims, damages, liabilities and expenses (which shall not be unreasonably withheldjoint and several); , including attorneys' fees and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees disbursements and expenses of more than one counsel or firm of counsel for all parties indemnified investigation, incurred by such indemnifying party in respect pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of such claim. (d) If for any reason the foregoing indemnity is unavailablePersons may otherwise become subject under the Securities Act, then the indemnifying party shall contribute to the amount paid Exchange Act or payable by the indemnified party other federal or state laws, insofar as a result of such losses, claims, damages, liabilities and expenses arise out of or expenses (i) are based upon any Violation, in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum each case to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not extent (and only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b) were available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly extent) that such Violation occurs in reliance upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities conformity with written information furnished by such holder and Selling Holder expressly for use in connection with such registration; provided, however, that (x) the termination of indemnification required by this Agreement for any reason.-------- -------

Indemnification; Contribution. (a) The Company shall indemnify, to the fullest extent permitted by applicable Applicable Law, each holder of Registrable Securities, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, no action or failure to act on the part of the such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering If the Public Offering pursuant to Section 3.2any registration statement provided for under this Article III is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. It is understood and agreed that the indemnification obligations of each holder of Registrable Securities pursuant to any underwriting agreement entered into in connection with any such registration statement shall be limited to the obligations contained in this Section 3.7(b). (c) Any Person entitled to indemnification under the provisions of this Section 3.5 3.7 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b3.7(b) were was available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 3.7 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 3.7 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 3.7 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) The Company shall indemnifyindemnify and hold harmless each Holder, to the fullest extent permitted by applicable Law, each holder of Registrable Securities, its officers, their respective officers and directors, partners, employees and agents, if any, and each Person, if any, who controls such holder Holder within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act including reasonable attorneys' fees and expenses and reasonable costs of investigation) (collectively, "Damages") incurred by such party pursuant to any actual or common law threatened action, suit, proceeding or otherwise), joint investigation arising out of or several, resulting from any violation by the Company of the provisions of the Securities Act or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) Registration Statement, any Prospectus, or any preliminary prospectus amendment or caused by supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectusa Prospectus, in light of the circumstances under which they were madethen existing) not misleading, except or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the extent that Company and relating to action required of or inaction by the Company in connection with any such losses, claims, damages, liabilities (registration except in each case insofar as the same arise out of or proceedings in respect thereof) or expenses are caused by based upon any such untrue statement or alleged untrue statement contained omission made in or by any omission or alleged omission from reliance on and in conformity with information concerning any holder of Registrable Securities with respect to the Holders furnished in writing to the Company by such holder the Holders or their counsel expressly for use therein. No action or failure Notwithstanding anything in this Agreement to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of contrary, the Company shall not be required to indemnify any holder Person whose conduct has been determined by a final non-appealable judgment of Registrable Securities a court of competent jurisdiction to constitute bad faith, gross negligence or any other Person pursuant willful misconduct. Subject to Section 11(b) hereof, the preceding sentenceCompany shall not be responsible hereunder for the fees and expenses of more than one counsel (together with local counsel, if any) for the indemnified parties. In connection with any underwritten offering pursuant to Section 3.2an Underwritten Offering, the Company agrees to enter into an underwriting agreement in customary form with shall indemnify the applicable underwriters, and the Company agrees to indemnify such underwritersunderwriters thereof, their officers, directors, employees directors and agents, if any, agents and each Person, if any, Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided above with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusHolders. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) 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, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim with respect indemnification or contribution pursuant to which it seeks indemnification and this Section 11 (ii) permit 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 materially prejudiced as a result of such failure). In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense of such claimthereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party; , be counsel to the indemnifying party), and if after notice from the indemnifying party to such indemnified party of its election so to assume the defense is so assumedthereof, such the indemnifying party shall not be liable to such indemnified party under this Section 11 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the foregoing, if (i) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to take charge of the defense of such action within a reasonable time after notice of commencement of such action (so long as such failure to employ counsel is not the result of an unreasonable determination by such indemnified party that counsel selected pursuant to the immediately preceding sentence is unsatisfactory) or if the indemnifying party shall not have demonstrated to the reasonable satisfaction of the indemnified party its ability to finance such defense, or (ii) the indemnified party shall have reasonably concluded or been advised by counsel that there may be legal defenses available to such indemnified party which could result in a conflict of interest for such counsel or prejudice the prosecution of the defenses available to such indemnified party, then such indemnified party shall have the right to employ separate counsel of its choosing, at the expense of the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which consent, in the case of an action, suit, claim or proceeding exclusively seeking monetary relief, shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement ) of the applicable indemnified party. (c) If the indemnification from the indemnifying party provided for under in this Article III shall so provide. In the event Section 11 is unavailable to an indemnifying indemnified party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party hereunder in respect of such claim. (d) If for any reason the foregoing indemnity is unavailableDamages referred to therein, then the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) Damages in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party in connection with the actions or omissions which resulted in such Damages, as well as any other relevant equitable considerations. Notwithstanding The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the foregoingparties' relative intent, no holder knowledge, access to information and opportunity to correct or prevent such action or omission. The amount paid or payable by a party as a result of the Damages referred to above shall be deemed to include, subject to the limitations set forth in Section 11(b) hereof, any legal and other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 11(c) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 11(c). Any underwriter's obligations in this Section 11(c) to contribute shall be several in proportion to the number of Registrable Securities underwritten by them and not joint. Notwithstanding the provisions of this Section 11(c), no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages which such holder would have underwriter has otherwise been required to pay to an indemnified party if the indemnity under Section 3.5(b) were availableby 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 obligation of any Person to contribute pursuant to If indemnification is available under this Section 3.5 11, the indemnifying parties shall be several and not jointindemnify each indemnified party to the fullest extent provided in Section 11(a) hereof without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 11(c). (ed) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing The provisions of this Section 3.5 11 shall be in addition to or for the account any liability which any party may have to any other party and shall survive any termination of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) this Agreement. The indemnity and contribution agreements contained in indemnification provided by this Section 3.5 11 shall survive the Transfer of such Registrable Securities by the Holders and shall remain in full force and effect regardless irrespective of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonan indemnified party.

Indemnification; Contribution. (a) The Company shall indemnifyshall, to and it hereby agrees to, indemnify and hold harmless the fullest extent permitted by applicable Law, each holder of Registrable Securities, Stockholder and its officers, directors, partners, employees and agentscontrolling Persons, if any, and each Personunderwriter and its controlling Persons, if any, who controls such holder within the meaning of Section 15 in any offering or sale of the Securities ActRegistrable Shares, against all any losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (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) and expenses (under the Securities Act , arise out of or common law or otherwise), joint or several, resulting from any violation by the Company of the provisions of the Securities Act or any are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) statement, or any preliminary or final prospectus contained therein, or caused 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, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically the Stockholder or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon information furnished to the Company by the Stockholder, any underwriter or any Representative of the Stockholder, expressly for use therein, or by the Stockholder’s failure to furnish the Company, upon request, with the information with respect to the Stockholder, or any underwriter or Representative of the Stockholder, or the Stockholder’s intended method of distribution, that is the subject of the untrue statement or omission. (b) The Stockholder shall, and hereby agrees to, (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of 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 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 (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except in each case only to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior was made in reliance upon and in conformity with written information furnished to the written confirmation of Company by the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder Stockholder expressly for use therein; provided that , 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 holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statementClaim. (c) Any Person entitled to indemnification under The Stockholder and the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claimCompany agree that if, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect reason, the indemnification provisions contemplated by Section 6.6(a) or 6.6(b) are unavailable to any registration statement provided for under this Article III shall so provide. In the event or are insufficient to hold harmless an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailableClaims referred to therein, then the each indemnifying party shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) Claims in such proportion as is appropriate to reflect the relative benefits received by fault of the indemnifying party party, on the one hand hand, and the indemnified party party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or (ii) if alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation provided by clause (iin the first sentence of this Section 6.6(c) above is not permitted by applicable Law or provides a lesser sum law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the such relative benefits received by the indemnifying party on the one hand and the indemnified party on the other faults, but also the relative fault benefits of the indemnifying party and the indemnified party party, as well as any other relevant equitable considerations. Notwithstanding The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6.6(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the foregoing, no holder equitable considerations referred to in the preceding sentences of Registrable Securities shall be required to contribute any this Section 6.6(c). The amount in excess of the amount such holder would have been required to pay to paid or payable by an indemnified party if as a result of the indemnity under Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 3.5(b6.7) were availableany legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (ai) The Company shall indemnify, to To the fullest extent permitted by applicable Lawlaw, Akorn shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its and the partners, members, officers, directors, partnersemployees, employees and agents, if any, stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such holder Holder or underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (joint or several), including reasonable attorney’s fees and disbursements and reasonable expenses of investigation (collectively, “Losses”), incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or common law other federal or otherwise)state laws, joint but only insofar as such Losses arise out of or several, resulting from are based upon any violation by the Company of the provisions of the Securities Act following statements or omissions (collectively, a “Violation”): (1) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, including any registration statement preliminary Prospectus or prospectus (and as amended or supplemented if amended or supplemented) final Prospectus contained therein, or any preliminary prospectus amendments or caused by any supplements thereto; or (2) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of any prospectustherein, in light of the circumstances under which they were made) , not misleading; provided, except however, that the indemnification required by this Section 9(f)(i) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of Akorn (which consent shall not be unreasonably withheld), nor shall Akorn be liable in any such case for any such Loss to the extent that such losses, claims, damages, liabilities (it arises out of or proceedings is based upon a Violation which occurs in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained reliance upon and in or by any omission or alleged omission from conformity with information concerning any holder of Registrable Securities furnished in writing to the Company Akorn by such holder or on behalf of a Holder or any underwriter expressly for use therein. No action or failure to act on the part of the underwriters (whether or not in connection with such underwriter is an Affiliate of registration; and provided, further, that any holder of Registrable Securitiesindemnification required by this Section 9(f)(i) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, apply to the extent that the loss, claim, damage, liability (any such Loss is based on or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy arises out of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any an omission or alleged omission of to state a material fact required to be stated fact, included in or omitted from any preliminary prospectus if the registration 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 preliminary prospectus given by the Holder or any amendment thereof underwriter to the Person alleging damage at or supplement thereto prior to the confirmation of sale to such Person; and provided, further, that this indemnity shall not apply to the extent that any such Loss is based on an offer or necessary to make Transfer of Registrable Securities during any period which Akorn has notified the statements therein Holder that such offers and Transfers must cease under the Agreement, including under Section 9(b), Section 9(c)(ii) or Section 9(c)(v). (in ii) To the case of any prospectusextent permitted by applicable law, in light the Holders (severally and not jointly) shall indemnify and hold harmless Akorn, each of the circumstances directors of Akorn, each of the officers of Akorn who shall have signed the Resale Registration Statement, each Person, if any, who controls Akorn within the meaning of the Securities Act, and each officer, director, partner, and employee of such controlling Person, against any and all Losses incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under which they were made) not misleadingthe Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Losses arise out of or are based upon any Violation, in each case to the extent that such untrue statement Violation arises out of or is contained in or such omission is from based upon information so concerning a holder furnished in writing by such holder or on behalf of a Holder expressly for use thereinin connection with such registration, or upon the Holder’s failure to properly and timely deliver an “official” Prospectus, or upon the Holder’s use of a written or oral prospectus other than the “official” Prospectus; provided provided, however, that any indemnification required by this Section 9(f)(ii) shall not apply to amounts paid in settlement of any such holder’s obligations hereunder shall be limited to an amount equal to Loss if such settlement is effected without the net proceeds to such holder consent of the Registrable Securities sold pursuant to such registration statementHolders (which consent shall not be unreasonably withheld) and in no event shall the amount of any indemnity obligation under this Section 9(f)(ii) exceed the gross proceeds from the applicable offering received by the Holders. (ciii) Any Person entitled to indemnification Promptly after receipt by an indemnified party under the provisions of this Section 3.5 9(f) of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 9(f), such indemnified party shall (i) give prompt notice deliver to the indemnifying party of any claim with respect to which it seeks indemnification a written notice thereof and (ii) permit such the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of such claim, thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses (in each case, to the extent reasonable) to be paid by the indemnifying party, if representation of such defense is so assumedindemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party shall not enter into of any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party under this Section 9(f) to the extent, but only 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 9(f). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In have the event an indemnifying party shall elect not right to assume the defense of a claimsuch action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be obligated to pay liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or firm of counsel for all parties indemnified counsels). (iv) If the indemnification required by such this Section 9(f) from the indemnifying party is unavailable to an indemnified party hereunder in respect of such claim.any Losses referred to in this Section 9(f): (d1) If for any reason the foregoing indemnity is unavailable, then the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) Losses in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and indemnified parties in connection with the indemnified party actions that resulted in such Losses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder The relative fault of Registrable Securities such indemnifying party and indemnified parties shall be required determined by reference to, among other things, whether any Violation has been committed by, or relates to contribute any information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount in excess paid or payable by a party as a result of the amount Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 9(f)(i), 9(f)(ii) and 9(f)(iii), any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding; (2) the parties hereto agree that it would have been required not be just and equitable if contribution pursuant to pay to an indemnified party if the indemnity under Section 3.5(bthis 11(f)(iv) were availabledetermined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 9(f)(iv)(1). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f11(e) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (ev) An indemnifying party The obligations of Akorn and the Holders under this Section 9(f) shall make payments survive the completion of all amounts required to be made any offering of Registrable Securities pursuant to the foregoing provisions of registration statement under this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaidAgreement, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonotherwise.

Indemnification; Contribution. (a) The Company shall indemnifyagrees to indemnify and hold harmless (i) the Holder, to (ii) each other Person who participates as an underwriter in the fullest extent permitted by applicable Lawoffering or sale of such securities, (iii) each holder of Registrable Securities, its officers, directors, partners, employees and agents, if any, and each Personperson, if any, who controls such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Holder or underwriter (any of the persons referred to in this clause (iii) being hereinafter referred to as a "controlling person") and (iv) the respective officers, directors, partners, employees, representatives and agents of the Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities liabilities, judgments or expenses, joint or several (or proceedings actions or proceedings, whether commenced or threatened, in respect thereof) and expenses (under the Securities Act or common law or otherwisecollectively, "Claims"), joint or several, resulting from any violation by the Company of the provisions to which such indemnified Person may become subject under either Section 15 of the Securities Act or Section 20 of the Exchange Act or otherwise, insofar as such Claims arise out of or are based upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or prospectus Prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus amendment or caused by supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except or a violation by the Company of the Securities Act or any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to the extent that Company relating to any such registration or qualification, except insofar as such losses, claims, damages, liabilities (or proceedings in respect thereof) liabilities, judgments or expenses of any such indemnified Person; (x) are caused by any such untrue statement or omission or alleged untrue statement contained in or by any omission or alleged omission from that is based upon information concerning any holder of Registrable Securities relating to such indemnified Person furnished in writing to the Company by or on behalf of any of such holder indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that the Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to the Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Blackout Notice or a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the Holder was not permitted to do so. No Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or failure to act on the part similar or related actions or proceedings arising out of the underwriters same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (whether or in addition to any local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not such underwriter is an Affiliate be liable for any settlement of any holder of Registrable Securities) such action or proceeding effected without the Company's prior written consent, which consent shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwritersnot be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any indemnified Person is a party thereto), unless such underwriterssettlement, their officerscompromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding. (b) The Holder agrees to indemnify and hold harmless the Company and its directors, employees officers and agents, if any, and each Person, if any, who controls such underwriters any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as herein before provided the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with respect to actions based on information relating to the indemnification Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, and (ii) to the extent of the holders gross proceeds, if any, received by such Holder from the sale or other disposition of Registrable Securities; provided its Restricted Securities covered by such Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against the Holder, such Holder shall have the rights and duties given the Company in Section 2.8(a) (except that the Company Holder may but shall not be required to indemnify any assume the defense thereof), and the Company or its directors or officers or such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within controlling person shall have the meaning of Section 15 of the Securities Act, rights and duties given to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusHolder by Section 2.8(a). (c) If the indemnification provided for in this Section 2.8 is unavailable to an indemnified party under Section 2.8(a) or (b) In connection with any registration statement (other than by reason of exceptions provided in connection with an offering those Sections) in which a holder respect of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (liabilities, judgments or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material factreferred to therein, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectusthen each applicable indemnifying party, in light lieu of the circumstances under which they were made) not misleading, but only to the extent that indemnifying such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, claims damages, liabilities liabilities, judgments or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party Company on the one hand and the indemnified party Holder on the other hand from sale of Restricted Securities or (ii) if the such allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculatedlaw, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other referred to in clause (i) above but also the relative fault of the indemnifying party Company and the indemnified party Holder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holder and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid to a party as a result of the losses, claims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Section 2.8(c) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the foregoing, no holder provisions of Registrable Securities this Section 2.8(c) the Holder (and its related indemnified Persons) shall not be required to contribute contribute, in the aggregate, any amount in excess of the amount by which the dollar amount of proceeds received by such holder would have Holder upon the sale of the Restricted Securities exceeds the amount of any damages which such Holder has otherwise been required to pay to an indemnified party if the indemnity under Section 3.5(b) were availableby reason of such untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation misrepresentations (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 obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity indemnity, and contribution agreements provisions contained in this Section 3.5 shall remain 2.8 are in full force and effect regardless of addition to any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive liability which the Transfer of Equity Securities by such holder and indemnifying person may otherwise have to the termination of this Agreement for any reasonindemnified persons referred to above.

Indemnification; Contribution. (a) The Company shall indemnify, to the fullest extent permitted by applicable Law, indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, respective officers and directors, partners, employees and agents, if any, and each Person, if any, who controls such holder Holder within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act including reasonable attorneys' fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or common law threatened action, suit, proceeding or otherwise), joint investigation arising out of or several, resulting from any violation by the Company of the provisions of the Securities Act or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement, any Prospectus or prospectus (and as amended or supplemented if amended or supplemented) preliminary Prospectus, or any preliminary prospectus amendment or caused by supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectusa Prospectus or a preliminary Prospectus, in light of the circumstances under which they were madethen existing) not misleading, except or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the extent that Company and relating to action required of or inaction by the Company in connection with any such lossesregistration except in each case insofar as the same arise out of or are based upon, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any such untrue statement or alleged untrue statement contained omission made in or by any omission or alleged omission from reliance on and in conformity with written information concerning any holder of Registrable Securities with respect to the Holders furnished in writing to the Company by such holder the Holders or their counsel expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2an Underwritten Offering, the Company agrees to enter into an underwriting agreement in customary form with shall indemnify the applicable underwriters, and the Company agrees to indemnify such underwritersunderwriters thereof, their officers, directors, employees directors and agents, if any, agents and each Person, if any, Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided above with respect to the indemnification of the holders Holders. (b) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of Registrable Securities; any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Section 13 (provided that the Company failure to give such notification shall not be required affect the obligations of the indemnifying party pursuant to indemnify this Section 13 except to the extent the indemnifying party shall have been materially prejudiced as a result of such failure). In case any such underwriter, or action shall be brought against any officer, director or employee of such underwriter or any Person who controls such underwriter within indemnified party and it shall notify the meaning of Section 15 indemnifying party of the Securities Actcommencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the lossdefense thereof, claimwith counsel reasonably satisfactory to such indemnified party (who shall not, damageexcept with the consent of the indemnified party, liability be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 13 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the foregoing, if (or proceedings in respect thereofi) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to take charge of the defense of such action within a reasonable time after notice of commencement of such action (so long as such failure to employ counsel is not the result of an unreasonable determination by such indemnified party that counsel selected pursuant to the immediately preceding sentence is unsatisfactory) or if the indemnifying party shall not have demonstrated to the reasonable satisfaction of the indemnified party its ability to finance such defense, or (ii) the indemnified party shall have reasonably concluded or been advised by counsel that there may be legal defenses available to other indemnified parties to such action which could result in a conflict of interest for such counsel or prejudice the prosecution of the defenses available to such indemnified party, then such indemnified party shall have the right to employ separate counsel of its choosing, at the expense for of the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement without the consent (which indemnification is claimed results from such underwriter’s failure to send or give a copy consent, in the case of an amended action, suit, claim or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation proceeding exclusively seeking monetary relief, shall not be unreasonably withheld) of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusapplicable indemnified party. (bc) In connection with any registration statement If the indemnification from the indemnifying party provided for in connection with this Section 13 is unavailable to an offering indemnified party hereunder in which a holder respect of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required referred to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or and expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party in connection with the actions or omissions which resulted in such losses, claims, damages, liabilities and expenses, as well as any other relevant equitable considerations. Notwithstanding The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied (in writing, in the foregoingcase of the Holders) by, no holder such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 13(b) hereof, any legal and other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 13(c) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 13(c). Any underwriter's obligations in this Section 13(c) to contribute shall be several in proportion to the number of Registrable Securities underwritten by them and not joint. Notwithstanding the provisions of this Section 13(c), no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such holder would have underwriter has otherwise been required to pay to an indemnified party if the indemnity under Section 3.5(b) were availableby 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 obligation of any Person to contribute pursuant to If indemnification is available under this Section 3.5 13, the indemnifying parties shall be several and not jointindemnify each indemnified party to the fullest extent provided in Section 13(a) hereof without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 13(c). (ed) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing The provisions of this Section 3.5 13 shall be in addition to or for the account any liability which any party may have to any other party and shall survive any termination of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) this Agreement. The indemnity and contribution agreements contained in indemnification provided by this Section 3.5 13 shall survive the Transfer of such Registrable Securities by the Holders and shall remain in full force and effect regardless irrespective of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonan indemnified party.

Indemnification; Contribution. (aA) The Company shall indemnifyagrees to indemnify and hold harmless the Dealer Manager, to the fullest extent permitted by applicable Lawtheir respective affiliates, each holder of Registrable SecuritiesHolder, its officers, directors, partners, employees each Participating Broker-Dealer and agents, if any, each Person who participates as an underwriter (any such Person being an “Underwriter”) and each Person, if any, who controls such holder any Dealer Manager, Holder, Participating Broker-Dealer or underwriter within the meaning of Section 15 of the Securities ActAct or the Exchange Act (collectively, the “Section 4 Persons”), against all any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under including the Securities Act or common law or otherwisereasonable cost of investigating and defending against any claims therefore and reasonable and documented counsel fees incurred in connection therewith as such expenses are incurred), joint or several, resulting from which may be based upon either the Securities Act, or the Exchange Act, or any violation by other statute or at common law, on the Company of the provisions of ground or alleged ground that (i) any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the Securities Act includes or any untrue statement or alleged allegedly includes an untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by any omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any Prospectus included therein (or any amendment or supplement thereto) includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that in each case, unless such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained omission was made in or by any omission or alleged omission from reliance upon, and in conformity with, written information concerning any holder of Registrable Securities furnished in writing to the Company by any such holder expressly Section 4 Person specifically for use therein. No action or failure to act on in the part of the underwriters (whether or not such underwriter preparation thereof; provided that in no case is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify be liable with respect to any holder claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of Registrable Securities or the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any other Person pursuant such claim shall not relieve the Company from liability under this paragraph unless and to the preceding sentenceextent the Company did not otherwise learn of such claim and such failure results in the forfeiture by the Company of substantial rights and defenses. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to such Section 4 Persons. In connection with any underwritten offering pursuant to Section 3.2, the event that the Company agrees elects to enter into an underwriting agreement in customary form with assume the applicable underwritersdefense of any such suit and retains such counsel, each Section 4 Person may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Section 4 Person and the Section 4 Persons and the Company agrees have been advised by such counsel that one or more legal defenses may be available to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act it or them which may not be available to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that Company, in which case the Company shall not be required entitled to assume the defense of such suit on behalf of such Section 4 Person, notwithstanding its obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (and not more than one local counsel) at any time for all such Section 4 Persons, which firm shall be designated in writing by the Dealer Manager. The Company shall not be liable to indemnify any Person for any settlement of any such underwriterclaim effected without the Company’s prior written consent, which consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of the Section 4 Person, effect any settlement, compromise or consent to the entry of judgment in any officerpending or threatened action, director suit or employee proceeding in respect of which any Section 4 Person is or could have been a party and indemnity was or could have been sought hereunder by such Section 4 Person, unless such settlement, compromise or consent (x) includes an unconditional release of such underwriter Section 4 Person from all liability on claims that are the subject matter of such action, suit or any Person who controls such underwriter within the meaning proceeding and (y) does not include a statement as to or an admission of Section 15 of the Securities Actfault, to the extent that the loss, claim, damage, liability (culpability or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send act by or give a copy on behalf of an amended or supplemented final prospectus any Section 4 Person. This indemnity agreement will be in addition to any liability, which the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusCompany might otherwise have. (bB) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, Each Section 4 Person agrees severally and not jointly, shall indemnify, jointly to the fullest extent permitted by applicable Law, indemnify and hold harmless the Company, each underwriter and their respective officers, of the Company’s directors, employees and agents, if any, each of the Company’s officers who have signed the Registration Statement and each Personperson, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act, against any losses, claims, damages, liabilities or expenses (including the reasonable cost of investigating and defending against any claims therefor and reasonable and documented counsel fees incurred in connection therewith as such expenses are incurred), joint or several, which may be based upon the Securities Act, or any other statute or at common law, on the ground or alleged ground that (i) any Registration Statement (or proceedings in respect thereofany amendment or supplement thereto) and expenses resulting from any untrue statement pursuant to which Exchange Securities or alleged Registrable Securities were registered under the Securities Act includes or allegedly includes an untrue statement of a material fact, fact or any omission or alleged omission of omits to state a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto therein or necessary in order to make the statements therein not misleading or (ii) any Prospectus included therein (or any amendment or supplement thereto) includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but, in each case, only insofar as any such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by such Section 4 Person specifically for use in the preparation thereof; provided that in no case is such Section 4 Person to be liable with respect to any claims made against the Company or any such director, officer or controlling person unless the Company or any such director, officer or controlling person shall have notified such Section 4 Person in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company or any such director, officer or controlling person, but only failure to notify such Section 4 Person of any such claim shall not relieve such Section 4 Person from liability under this paragraph unless and to the extent such Section 4 Person did not otherwise learn of such action and such failure results in the forfeiture by such Section 4 Person of substantial rights and defenses. Such Section 4 Person will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Section 4 Person elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that such untrue statement is contained in Section 4 Person elects to assume the defense of any such suit and retain such counsel, the Company or such omission is from information so concerning a holder furnished director, officer or controlling person, defendant or defendants in writing by the suit, may retain additional counsel but shall bear the fees and expenses of such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall counsel unless (i) give prompt notice to such Section 4 Person shall have specifically authorized the indemnifying party retaining of any claim with respect to which it seeks indemnification and such counsel or (ii) permit the parties to such indemnifying party suit include the Company or any such director, officer or controlling person and such Section 4 Person and the Company or such director, officer or controlling person have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to such Section 4 Person, in which case such Section 4 Person shall not be entitled to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent suit on behalf of the indemnified party if Company or such settlement attributes liability director, officer or controlling person, notwithstanding its obligation to bear the indemnified party reasonable fees and expenses of such indemnifying party counsel, it being understood, however, that such Section 4 Person shall not not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be subject to any liability liable for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the reasonable fees and expenses of more than one counsel or a separate firm of counsel attorneys (and not more than one local counsel) at any time for all parties indemnified of the Company and any such director, officer or controlling person, which firm shall be designated in writing by the Company. Such Section 4 Person shall not be liable to indemnify any person for any settlement of any such indemnifying party claim effected without such Section 4 Person’s prior written consent, which consent shall not be unreasonably withheld. This indemnity agreement will be in respect of addition to any liability which such claimSection 4 Person might otherwise have. (dC) If the indemnification provided for any reason the foregoing indemnity in this Section 4 is unavailableunavailable or insufficient to hold harmless an indemnified party under subsections (A) or (B) above, then the each indemnifying party shall contribute to the amount paid or payable by the such indemnified party as a result of such the losses, claims, damages, damages or liabilities referred to in subsection (A) or expenses (B) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party Company on the one hand and the indemnified party Section 4 Persons on the other from the offering of the New Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculatedlaw, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other referred to in clause (i) above but also the relative fault of the indemnifying party Company on the one hand and the indemnified party Section 4 Person on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits of such indemnifying party and indemnified party shall be determined by reference to the relative benefits received by the Company from the initial offering and sale of the New Notes, on the one hand, and by a holder from receiving Registrable Securities or Exchange Securities registered under the Securities Act, on the other. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Section 4 Persons and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue or alleged untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (C) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (C). Notwithstanding the foregoingprovisions of this Section 4(C), no holder of Registrable Securities Section 4 Person shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder would have Section 4 Person from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such Section 4 Person has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Underwriter shall be required to an indemnified party if contribute any amount in excess of the indemnity under Section 3.5(b) were availableamount by which the total price at which the Registrable Securities underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter 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 obligation of any Person Section 4 Persons’ obligations in this subsection (C) to contribute pursuant are several in proportion to this Section 3.5 shall be several the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) The Company shall In connection with any registration of Registrable Securities or Underwritten Offering pursuant to Section 2.01, Section 2.02 or Section 2.03, Invesco will indemnify, to the fullest extent permitted by applicable Law, defend and hold harmless each holder of Registrable SecuritiesShareholder, its officersAffiliates, directors, partners, employees its and agents, if any, their Representatives and each Person, if any, Person who controls such holder Shareholders within the meaning of either Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Company Section 20 of the provisions Exchange Act (collectively, the “Indemnified Persons”) from and against any and all Losses, as incurred, that arise out of the Securities Act or are based upon any untrue statement statement, or alleged untrue statement statement, of a material fact contained or incorporated by reference in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) part of any Registration Statement or any preliminary prospectus Prospectus, including any amendment or caused by supplement thereto, used in connection with the Registrable Securities, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectusa Prospectus, in the light of the circumstances under which they were made) not misleading; provided, except to the extent however, that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder of Registrable Securities furnished in writing to the Company by such holder expressly for use therein. No action or failure to act on the part of the underwriters (whether or Invesco will not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company be required to indemnify any holder Indemnified Person for any such Loss arising out of Registrable Securities or any other Person with respect to sales pursuant to the preceding sentence. Registration Statement or Prospectus based upon Shareholder Information (as defined below). (b) In connection with any underwritten offering Registration Statement or Prospectus, the Shareholders who sell Registrable Securities pursuant to Section 3.2such Registration Statement or Prospectus will severally, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwritersbut not jointly, indemnify, defend and the Company agrees to indemnify such underwritershold harmless Invesco, its Affiliates and its and their officers, directors, employees and agents, if any, Representatives and each Person, if any, who controls such underwriters Invesco (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided the foregoing indemnity from Invesco to the Shareholders, but only with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder Shareholder or on such Shareholder’s behalf (in each case, in its capacity as a Shareholder), in either case expressly for use thereinin any Registration Statement or any Prospectus, including any amendment or supplement thereto (“Shareholder Information”); provided that such holder’s the total obligations hereunder shall of a Shareholder under this Agreement (including arising under Section 2.11(d), herein) will be limited to an amount equal to the net proceeds to actually received by such holder Shareholder (after deducting any discounts and commissions) from the disposition of the Registrable Securities sold pursuant to such registration statementRegistration Statement or Prospectus. (c) Any In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person in respect of which indemnity may be sought pursuant to Section 2.11 (a) or Section 2.11(b), such Person (the “Indemnified Party”) will promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall be entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice participate therein and, to the indemnifying party of any claim with respect to which extent it seeks indemnification and (ii) permit such indemnifying party shall wish, to assume the defense of such claim, thereof with counsel reasonably satisfactory to the indemnified partyIndemnified Party and will pay the fees and disbursements of such counsel related to such proceeding; and if provided, however, that the failure or delay to give such notice shall not relieve the Indemnifying Party of its obligations pursuant to this Agreement except to the extent that it shall be determined by a court of competent jurisdiction that such Indemnifying Party has been prejudiced by such failure or delay. In any such claim, action or proceeding, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense is so assumedand to retain its own counsel, but the fees and expenses of such indemnifying party shall not enter into any settlement without counsel will be at the consent expense of such Indemnified Party unless (i) the indemnified party if such settlement attributes liability Indemnifying Party and the Indemnified Party have mutually agreed to the indemnified party and retention of such indemnifying party shall not be subject to any liability for any settlement made without its consent counsel, (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In ii) the event an indemnifying party shall elect not Indemnifying Party fails to assume the defense of a the claim, action or proceeding within thirty (30) days following receipt of notice from the Indemnified Party or (iii) the Indemnified Party and the Indemnifying Party are both actual or potential defendants in, or targets of, any such indemnifying party shall action and the Indemnified Party has been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them or that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party. It is understood that the Indemnifying Party will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be obligated to pay liable for the reasonable fees and expenses of more than one counsel or (1) separate firm of counsel attorneys (in addition to local counsel) at any time for all parties indemnified such Indemnified Parties and that all such reasonable fees and expenses 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 (provided that in the case of the holders of Registrable Securities, such indemnifying party firm will be designated by holders of a majority of the Registrable Securities sold under the applicable Registration Statement). The Indemnifying Party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is seeking indemnity hereunder, unless such claimsettlement includes (i) an unconditional release of such Indemnified Party from all liability in connection with such proceeding, (ii) no finding or admission of any violation of Law or any violation of the rights of any Person by the Indemnified Party or any of its Affiliates can be made as the result of such action and (iii) the sole relief (if any) provided is monetary damages that are reimbursed in full by the Indemnifying Party. (d) If the indemnification provided for in this Section 2.11 from the Indemnifying Party is unavailable to an Indemnified Party hereunder or is insufficient in respect of any reason the foregoing indemnity is unavailableLosses referred to in this Section 2.11 that would not have been excluded by Sections 2.11(a) or 2.11(b), then the Indemnifying Party, in lieu of indemnifying party shall such Indemnified Party, will contribute to the amount paid or payable by the indemnified party such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses Losses (i) in such proportion as is appropriate to reflect the relative benefits received by fault of the indemnifying party on Indemnifying Party and Indemnified Party in connection with the one hand and the indemnified party on the actions that resulted in such Losses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculatedLaw, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other fault referred to in clause (i) but also the relative fault benefit of Invesco, on the indemnifying party one hand, and such Shareholder, on the indemnified party other, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Notwithstanding The relative fault of such Indemnifying Party and Indemnified Party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the foregoingparties’ relative intent, no holder knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of the Losses referred to above will be deemed to include, subject to the limitations set forth in Section 2.11(c), any reasonable legal or other out of pocket fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The Shareholders’ obligations to contribute pursuant to this Section 2.11(d), if any, are several in proportion to the net amount that the proceeds of the offering actually received by such Shareholder bears to the total proceeds of the offering received by all holders of Registrable Securities shall Securities, and not joint. (e) The parties agree that it would not be required just and equitable if contribution pursuant to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.5(b2.11(d) were availabledetermined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 2.11(d). No 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 who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason.

Indemnification; Contribution. (a) The Company shall indemnifyagrees to indemnify and hold harmless (i) the Holder, to (ii) each other Person who participates as an underwriter in the fullest extent permitted by applicable Lawoffering or sale of such securities, (iii) each holder of Registrable Securities, its officers, directors, partners, employees and agents, if any, and each Personperson, if any, who controls such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Holder or underwriter (any of the persons referred to in this clause (iii) being hereinafter referred to as a "controlling person") and (iv) the respective officers, directors, partners, employees, representatives and agents of the Holder or underwriter or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities liabilities, judgments or expenses, joint or several (or proceedings actions or proceedings, whether commenced or threatened, in respect thereof) and expenses (under the Securities Act or common law or otherwisecollectively, "Claims"), joint or several, resulting from any violation by the Company of the provisions to which such indemnified Person may become subject under either Section 15 of the Securities Act or Section 20 of the Exchange Act or otherwise, insofar as such Claims arise out of or are based upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement or prospectus Prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus amendment or caused by supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except or a violation by the Company of the Securities Act or any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to the extent that Company relating to any such registration or qualification, except insofar as such losses, claims, damages, liabilities (or proceedings in respect thereof) liabilities, judgments or expenses of any such indemnified Person; (x) are caused by any such untrue statement or omission or alleged untrue statement contained in or by any omission or alleged omission from that is based upon information concerning any holder of Registrable Securities relating to such indemnified Person furnished in writing to the Company by or on behalf of any of such holder indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that the Holder sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to the Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Blackout Notice or a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the Holder was not permitted to do so. No Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified Person and shall survive the transfer of such securities by such Holder. In case any action shall be brought or asserted against any of the indemnified Persons with respect to which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and the Company shall assume the defense thereof. Such indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any implied parties) include both the indemnified Person and the Company and the indemnified Person shall have been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (in which case the Company shall not have the right to assume the defense of such action on behalf of the indemnified Person), it being understood, however, that the Company shall not, in connection with such action or failure to act on the part similar or related actions or proceedings arising out of the underwriters same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (whether or in addition to any local counsel) at any time for all the indemnified Persons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The Company shall not such underwriter is an Affiliate be liable for any settlement of any holder of Registrable Securities) such action or proceeding effected without the Company's prior written consent, which consent shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwritersnot be withheld unreasonably, and the Company agrees to indemnify and hold harmless any indemnified Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any indemnified Person is a party thereto), unless such underwriterssettlement, their officerscompromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding. (b) The Holder agrees to indemnify and hold harmless the Company and its directors, employees officers and agents, if any, and each Person, if any, who controls such underwriters any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as herein before provided the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with respect to actions based on information relating to the indemnification Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, and (ii) to the extent of the holders gross proceeds, if any, received by such Holder from the sale or other disposition of Registrable Securities; provided its Restricted Securities covered by such Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against the Holder, such Holder shall have the rights and duties given the Company in Section 2.8(a) (except that the Company Holder may but shall not be required to indemnify any assume the defense thereof), and the Company or its directors or officers or such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within controlling person shall have the meaning of Section 15 of the Securities Act, rights and duties given to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectusHolder by Section 2.8(a). (c) If the indemnification provided for in this Section 2.8 is unavailable to an indemnified party under Section 2.7(a) or (b) In connection with any registration statement (other than by reason of exceptions provided in connection with an offering those Sections) in which a holder respect of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (liabilities, judgments or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material factreferred to therein, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectusthen each applicable indemnifying party, in light lieu of the circumstances under which they were made) not misleading, but only to the extent that indemnifying such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, claims damages, liabilities liabilities, judgments or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party Company on the one hand and the indemnified party Holder on the other hand from sale of Restricted Securities or (ii) if the such allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculatedlaw, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other referred to in clause (i) above but also the relative fault of the indemnifying party Company and the indemnified party Holder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holder and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid to a party as a result of the losses, claims, damages, liabilities, judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Section 2.8(c) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the foregoing, no holder provisions of Registrable Securities this Section 2.8(c) the Holder (and its related indemnified Persons) shall not be required to contribute contribute, in the aggregate, any amount in excess of the amount by which the dollar amount of proceeds received by such holder would have Holder upon the sale of the Restricted Securities exceeds the amount of any damages which such Holder has otherwise been required to pay to an indemnified party if the indemnity under Section 3.5(b) were availableby reason of such untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation misrepresentations (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 obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity indemnity, and contribution agreements provisions contained in this Section 3.5 shall remain 2.8 are in full force and effect regardless of addition to any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive liability which the Transfer of Equity Securities by such holder and indemnifying person may otherwise have to the termination of this Agreement for any reasonindemnified persons referred to above.

Indemnification; Contribution. (a) The Company shall indemnify, to If any Registrable Securities are included in a registration statement under this Agreement: 11.1. To the fullest extent permitted by applicable Lawlaw, each holder of Registrable Securities, its officers, directors, partners, employees the Company shall indemnify and agents, if any, hold harmless ▇▇. ▇▇▇▇ against any and each Person, if any, who controls such holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (joint or several), including reasonable attorneys' fees and disbursements and reasonable 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 common law other federal or otherwise)state laws, joint insofar as such losses, claims, damages, liabilities and expenses arise out of or several, resulting from are based upon any violation by the Company of the provisions of the Securities Act following statements, omissions or any violations (collectively a "Violation"): (i) Any untrue statement or alleged untrue statement of a material fact contained in any such registration statement or prospectus (and as amended or supplemented if amended or supplemented) or statement, including any preliminary prospectus or caused by final prospectus contained therein, or any amendments or supplements thereto; or (ii) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (not misleading; provided, however, that the indemnification required by this Section 11.1 shall not apply to amounts paid in the case settlement of any prospectussuch loss, in light claim, damage, liability or expense if such settlement is effected without the consent of the circumstances under Company (which they were made) consent shall not misleadingbe unreasonably withheld), except nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that such losses, claims, damages, liabilities (it arises out of or proceedings is based upon a Violation that occurs in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained reliance upon and in or by any omission or alleged omission from conformity with information concerning any holder of Registrable Securities furnished in writing to the Company by such holder the indemnified party expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to registration. 11.2. To the fullest extent permitted by applicable Lawlaw, ▇▇. ▇▇▇▇ shall indemnify and hold harmless the Company, each underwriter and their respective officersof the directors of the Company, directorseach of the officers of the Company who shall have signed the registration statement, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from (joint and several), including reasonable attorneys' fees and disbursements and reasonable expenses of investigation, incurred by such party pursuant to any untrue statement actual or alleged untrue statement of a material factthreatened action, suit, proceeding or investigation, or to which any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances foregoing Persons may otherwise become subject under which they were made) not misleadingthe Securities Act, the Exchange Act or other federal or state laws, but only insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the extent that such untrue statement Violation arises out of or is contained in or such omission is from based upon information so concerning a holder furnished by ▇▇. ▇▇▇▇ in writing by such holder expressly for use thereinin connection with such registration; provided provided, however, that (x) any indemnification required by this Section 11.2 shall not apply to amounts paid in settlement of any such holder’s obligations hereunder loss, claim, damage, liability or expense if such settlement is effected without the consent of ▇▇. ▇▇▇▇ (which consent shall not be limited to unreasonably withheld) and (y) in no event shall the amount of any indemnity under this Section 11.2 exceed the gross proceeds from the applicable offering received by ▇▇. ▇▇▇▇. 11.3. Promptly after receipt by an amount equal indemnified party under this Section 11 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 11, such indemnified party shall deliver to the net proceeds indemnifying party a written notice thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such holder of indemnified party by the Registrable Securities sold pursuant counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such registration statement. (c) Any Person entitled indemnified party and any other party represented by such counsel in such proceeding. The failure to indemnification under the provisions of this Section 3.5 shall (i) give prompt deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 11 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 11. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim with respect or proceeding and to which it seeks indemnification participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) permit such the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claimaction, with counsel reasonably satisfactory to the claim or proceeding on behalf of such indemnified party; and if such defense is so assumed, such it being understood, however, that the indemnifying party shall not enter into not, in connection with any settlement without one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the consent same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party if a conflict of interest may exist between such settlement attributes liability to the indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one such additional counsel or firm of counsel for all parties indemnified counsels). 11.4. If the indemnification required by such this Section 11 from the indemnifying party is unavailable to an indemnified party hereunder in respect of such claim.any losses, claims, damages, liabilities or expenses referred to in this Section 11: (di) If for any reason the foregoing indemnity is unavailableThe indemnifying party, then the in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and indemnified parties in connection with the indemnified party actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder The relative fault of Registrable Securities such indemnifying party and indemnified parties shall be required determined by reference to, among other things, whether any Violation has been committed by, or relates to contribute any information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount in excess paid or payable by a party as a result of the amount losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 11.1 and Section 11.2, any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would have been required not be just and equitable if contribution pursuant to pay this Section 11.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to an indemnified party if the indemnity under in Section 3.5(b) were available11.4(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 11.5. The obligation of any Person to contribute pursuant to If indemnification is available under this Section 3.5 11, the indemnifying parties shall be several and not joint. (e) An indemnifying indemnify each indemnified party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained full extent provided in this Section 3.5 shall remain in full force and effect regardless 11 without regard to the relative fault of any investigation made by such indemnifying party or on behalf of a participating holder of Registrable Securities, its officers, directors, agents indemnified party or any Person, if any, who controls such holder as aforesaid, other equitable consideration referred to in Section 11.4. 11.6. The obligations of the Company and ▇▇. ▇▇▇▇ under this Section 11 shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonAgreement.

Indemnification; Contribution. (a) The Company shall In connection with any registration of Registrable 30 Securities pursuant to Section 3.01 or 3.02 hereof, ▇▇▇▇▇▇▇▇ American agrees to indemnify, to the fullest extent permitted by applicable Lawlaw, each holder of Registrable SecuritiesB&W, its officersaffiliates, their directors, partners, employees officers and agents, if any, shareholders and each Person, if any, Person who controls such holder B&W (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, ) against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation including reasonable attorneys' fees) caused by the Company of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement, prospectus or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus contained therein, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any a prospectus, in the light of the circumstances under which they were made) not misleading; provided, except however, that ▇▇▇▇▇▇▇▇ American shall not be required to the extent that such indemnify B&W, its affiliates, their officers, directors, shareholders or controlling Persons for any losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by resulting from any such untrue statement or alleged omission if such untrue statement contained or omission is made in reliance on and in conformity with any information with respect to B&W or by any omission or alleged omission from information concerning any holder of Registrable Securities such other parties furnished to ▇▇▇▇▇▇▇▇ American in writing to the Company by B&W or such holder other parties expressly for use therein. No action In connection with an underwritten offering, ▇▇▇▇▇▇▇▇ American will 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 failure the Exchange Act) to act on the part same extent as provided above with respect to the indemnification of B&W; provided, however, that such Underwriter agrees to indemnify ▇▇▇▇▇▇▇▇ American to the underwriters (whether same extent as provided below with respect to the indemnification of ▇▇▇▇▇▇▇▇ American by B&W. Notwithstanding the forgoing, with respect to any untrue statement or omission of material fact made in any prospectus or preliminary prospectus, the provisions of this Section 3.08 shall not such underwriter is an Affiliate inure to the benefit of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify Investor Party, any other holder of Registrable Securities or any other Underwriter from whom the Person pursuant asserting any such loss, claim, damages, liabilities or expenses purchased the Registrable Securities to the preceding sentence. extent that it shall be established that (i) any such loss, claim, damages, liabilities or expenses of such Person arises primarily from the fact that any Investor Party or any Underwriter sold Registrable Securities to such a 31 Person, (ii) there was not sent or given a copy of the final prospectus (as amended or supplemented) at or prior to the written confirmation of such sale (provided ▇▇▇▇▇▇▇▇ American shall have previously furnished a sufficient number of copies thereof on a timely basis to the Investor Parties, any such holder and each Underwriter, as the case may be, in accordance herewith) and (iii) the final prospectus (as amended or supplemented) would have corrected any such untrue statement or omission of a material fact. (b) In connection with any underwritten offering pursuant to Section 3.2Registration Statement, the Company agrees Investor Parties holding Registrable Securities, as the case may be, will furnish to enter into an underwriting agreement ▇▇▇▇▇▇▇▇ American in customary form writing such information and affidavits with respect to the applicable underwritersInvestor Parties holding Registrable Securities, as the case may be, as ▇▇▇▇▇▇▇▇ American reasonably requests, including, but not limited to, information relating to the Investor Parties, as the case may be, for use in connection with any such Registration Statement, prospectus or preliminary prospectus and the Company agrees to indemnify such underwriters▇▇▇▇▇▇▇▇ American, their officers, its directors, employees and agents, if any, its officers who sign the Registration Statement and each Person, if any, who controls such underwriters ▇▇▇▇▇▇▇▇ American (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as herein before provided the foregoing indemnity from ▇▇▇▇▇▇▇▇ American to B&W, but only with respect to the indemnification of the information relating to B&W or such other holders of Registrable Securities; provided that , as the Company shall not be required case may be, furnished to indemnify ▇▇▇▇▇▇▇▇ American in writing by B&W expressly for use in the Registration Statement, the prospectus, any such underwriteramendment or supplement thereto, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final preliminary prospectus. (bc) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 3.08(a) or (b), such Person (hereinafter called the indemnified party) shall promptly notify the Person against whom such indemnity may be sought (hereinafter called the indemnifying party) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and shall pay the fees and disbursements of such counsel 32 related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any registration statement proceeding or related proceedings in connection the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. In the case of the retention of any such separate firm for the indemnified parties, such firm shall be designated in writing by the indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an offering indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 3.08(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in which a holder accordance with such request or reasonably objected in writing, on the basis of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnifythe standards set forth herein, to the fullest extent permitted by applicable Lawpropriety of such reimbursement prior to the date of such settlement. No indemnifying party shall, without the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 prior written consent of the Securities Actindemnified party, against effect any settlement of any pending or threatened proceeding in respect of which any 33 indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Section 3.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities (or proceedings expenses referred to in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim. (d) If for any reason the foregoing indemnity is unavailable3.08, then the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder The relative fault of Registrable Securities such indemnifying party and indemnified party shall be required 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 contribute any state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount in excess paid or payable by a party as a result of the amount losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 3.08(c), any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding. The parties agree that it would have been required not be just and equitable if contribution pursuant to pay to an indemnified party if the indemnity under this Section 3.5(b3.08(d) were availabledetermined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in this Section 3.08(d). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to 34 If indemnification is available under this Section 3.5 shall be several and not joint. (e) An 3.08, the indemnifying party shall make payments of all amounts required to be made pursuant indemnify each indemnified party to the foregoing provisions full extent provided in Sections 3.08(a) and (b) without regard to the relative fault of this Section 3.5 to said indemnifying party or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained any other equitable consideration provided for in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reason3.08(d).

Indemnification; Contribution. (a) The Company shall indemnifyindemnify and hold harmless, to the fullest extent permitted by applicable Lawlaw, each holder Stockholder in any offering or sale of Registrable SecuritiesCommon Shares pursuant to this Agreement, its officers, directors, partners, employees and agentseach 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 holder Stockholder or such underwriter within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and affiliates against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under including reasonable attorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Securities Act Company’s consent, which consent shall not be unreasonably withheld or common law delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or otherwise)threatened action, joint suit, proceeding or several, resulting from any violation by the Company investigation arising out of the provisions of the Securities Act or based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement in, or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or caused by 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 any prospectusa Prospectus, a preliminary Prospectus, an Issuer Free Writing Prospectus or “issuer information,” in the light of the circumstances under which they were madethen existing) not misleading, except to the extent that in each case insofar as such losses, claims, damages, liabilities statements or omissions arise out of or are based upon (or proceedings in respect thereofA) or expenses are caused by any such untrue statement or alleged untrue statement contained in or by any omission or alleged omission from made in reliance on and in conformity with information concerning any holder of Registrable Securities with respect to such Stockholder furnished in writing to the Company by such holder Stockholder or its counsel expressly for use therein. No action or failure to act on , (B) the part of the underwriters (whether or not such underwriter is an Affiliate use of any holder of Registrable Securities) shall affect Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the obligations obligation of the Company to indemnify keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any holder Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the Company has advised the Stockholders that the filing of Registrable Securities 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 Person pursuant federal or state securities laws or regulations applicable to the preceding sentence. In Company and relating to action required of or inaction by the Company in connection with any underwritten offering pursuant to such registration. Notwithstanding the foregoing provisions of this Section 3.212(a), the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required liable to indemnify any such underwriter, Stockholder or any officer, director or employee of such underwriter or to any Person who controls such underwriter within other indemnified party under the meaning indemnity agreement in this Section 12(a) for any Losses that arise out of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting are based upon an untrue statement or alleged untrue statement or omission or alleged omission at 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 Securities Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Person if 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 was or alleged omission is corrected in such an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented final prospectus as required hereunder, such Stockholder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to such 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 underwriter was provided with transfer of the Registrable Common Shares by such amended or supplemented final prospectusindemnified party. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participatingRegistration Statement filed pursuant to this Agreement, each such holderStockholder holding Registrable Common Shares to be covered thereby shall, severally and not jointlyjointly with any other Stockholders, shall indemnifyindemnify and hold harmless, to the fullest extent permitted by applicable Lawlaw, the Company, each underwriter and their respective officers, directors, employees and agentsPerson, if any, who participates as an underwriter in any such offering and sale of Registrable Common Shares and each 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 any lossesactual action, claimssuit, damages, liabilities (proceeding or proceedings in respect thereof) and expenses resulting from investigation arising out of or based upon any untrue statement or alleged untrue statement of a material factfact contained in, or any omission or alleged omission of a material fact required to be stated in in, the registration statement or prospectus Registration Statement, Prospectus or preliminary prospectus Prospectus or any amendment thereof or supplement thereto 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 the case of any prospectusa Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were madethen existing) not misleading, but only to the extent that any such untrue statement is contained in or such omission is from made in reliance on and in conformity with information so concerning a holder with respect to such Stockholder furnished in writing to the Company by such holder expressly Stockholder or its counsel specifically for use therein; provided provided, however, that such holder’s obligations hereunder no Stockholder shall be limited required to an indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount equal to in excess of the amount of the total net proceeds to received by such holder Stockholder from sales of the Registrable Securities sold pursuant to Common Shares of such registration statementStockholder under such Registration Statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) 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, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim with respect indemnification or contribution pursuant to which it seeks indemnification and (ii) permit this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 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, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense of such claimthereof, with counsel reasonably satisfactory to the such indemnified party; , and if such defense is so assumed, such after notice from the indemnifying party shall not enter into any settlement without the consent of the to such indemnified party if such settlement attributes liability of its election so to assume the indemnified party and such defense thereof, the indemnifying party shall not be subject liable to any liability such indemnified party for any settlement made without its consent (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 unreasonably withheldliable 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); and , (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 underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provideone action or separate but similar or related actions. In the event an An indemnifying party shall elect who is not to entitled to, or elects not to, assume the defense of a claim, such indemnifying party claim shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party 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 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. No indemnifying party, in defense of any such action, 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 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 12. No indemnified party shall consent to entry of such claimany judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any reason the foregoing indemnity is unavailableLosses, then the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) Losses in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations. Notwithstanding the foregoing; provided, however, that no holder of Registrable Securities Stockholder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such holder would have been required to pay to an Stockholder from sales of the Registrable Common Shares of the Stockholder under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party if shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnity under parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 3.5(b) were available12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute parties agree that it would not be just and equitable if contribution pursuant to this Section 3.5 12(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 12(d). If indemnification is available under this Section 12, the indemnifying parties shall be several and not jointindemnify each indemnified party to the full extent provided in Section 12(a) or 12(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 12(d). (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing The provisions of this Section 3.5 12 shall be in addition to or for the account of the any liability which any indemnifying party may have to any indemnified party from time to time promptly upon receipt and shall survive the termination of bills or invoices relating thereto or when otherwise due or payablethis Agreement. (f) The indemnity indemnification and contribution agreements contained in required by this Section 3.5 12 shall remain in full force and effect regardless be made by periodic payments of the amount thereof during the course of any investigation made by action, suit, proceeding or on behalf of a participating holder of Registrable Securitiesinvestigation, its officers, directors, agents as and when invoices are received or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonLosses are incurred.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (a) The Company shall indemnify, to To the fullest extent permitted by applicable Lawlaw, the Company shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, partners, employees and agents, if any, and each Person, if any, who controls such holder Holder within the meaning of Section 15 of the Securities Act, and each officer, director, partner and employee of such Holder and such controlling Person, against any and all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (joint or several), including reasonable attorney's fees and disbursements and reasonable expenses of investigation (collectively, "Losses"), incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or common law other federal or otherwise)state laws, joint but only insofar as such Losses arise out of or several, resulting from are based upon any violation by the Company of the provisions of the Securities Act following statements or omissions (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any the registration statement or prospectus (and as amended or supplemented if amended or supplemented) or statement, including any preliminary prospectus or caused by final prospectus contained therein, or any amendments or supplements thereto; or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of any prospectustherein, in light of the circumstances under which they were made) , not misleading; provided, except however, that the indemnification required by this Section 7(a) shall not apply to amounts paid in settlement of any such Loss 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 to the extent that such losses, claims, damages, liabilities (it arises out of or proceedings is based upon a Violation which occurs in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained reliance upon and in or by any omission or alleged omission from conformity with information concerning any holder of Registrable Securities furnished in writing to the Company by such holder or on behalf of a Holder or any underwriter expressly for use therein. No action or failure to act on the part of the underwriters (whether or not in connection with such underwriter is an Affiliate of registration; and provided, further, that any holder of Registrable Securitiesindemnification required by this Section 7(a) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, apply to the extent that the loss, claim, damage, liability (any such Loss is based on or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy arises out of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any an omission or alleged omission of to state a material fact required to be stated fact, included in the registration statement or prospectus or omitted from any preliminary prospectus or any amendment thereof or supplement thereto or necessary to make if the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that final prospectus shall correct such untrue statement is contained in or alleged untrue statement, or such omission is from information so concerning or alleged omission, and a holder furnished in writing copy of the final prospectus has not been sent or given by such holder expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal the Holder or any underwriter to the net proceeds Person alleging damage at or prior to the confirmation of sale to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.5 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified partyPerson; and if such defense is so assumedprovided, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party further, that this indemnity shall not be subject available to any liability for Person who offers or Transfers any settlement made without its consent Registrable Securities (whether pursuant to a prospectus or not) during any period which the Company has notified the Holder that such offers and Transfers must cease under the Agreement, including Sections 2.3(a), 4(b), 5(b) and 5(c). Subject to Section 7(c), in connection with the foregoing indemnification obligations, the Company shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided liable for under this Article III shall so provide. In the event an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the reasonable fees and expenses of more than one counsel or separate firm of counsel for all parties the Holders and the Nominee. (b) To the extent permitted by applicable law, the Holders (jointly and severally) shall indemnify and hold harmless the Company, each of the directors of the Company, each of the officers of the Company who shall have signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, and each officer, director, partner, and employee of such controlling Person, against any and all Losses incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Losses arise out of or are based upon any Violation, in each case to the extent that such Violation arises out of or is based upon information furnished in writing by or on behalf of a Holder expressly for use in connection with such registration; provided, however, that (x) any indemnification required by this Section 7(b) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Qualified Holders (which consent shall not be unreasonably withheld) and (y) in no event shall the amount of any indemnity obligation under this Section 7(b) exceed the gross proceeds from the applicable offering received by the Holders. (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 7, such indemnified party shall deliver to the indemnifying party a written notice thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses (in each case, to the extent reasonable) to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party in respect of any liability to the indemnified party under this Section 7 to the extent of such claimprejudice but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 7. Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels). (d) If for any reason the foregoing indemnity is unavailable, then indemnification required by this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Losses referred to in this Section 7: (i) the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) Losses in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and indemnified parties in connection with the indemnified party actions that resulted in such Losses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder The relative fault of Registrable Securities such indemnifying party and indemnified parties shall be required determined by reference to, among other things, whether any Violation has been committed by, or relates to contribute any information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount in excess paid or payable by a party as a result of the amount Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7(a), 7(b) and 7(c), any legal or other fees or expenses reasonably incurred by such holder party in connection with any investigation or proceeding; (ii) the parties hereto agree that it would have been required not be just and equitable if contribution pursuant to pay to an indemnified party if the indemnity under this Section 3.5(b7(d) were availabledetermined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 7(d)(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The obligation of any Person to contribute pursuant to this Section 3.5 shall be several and not joint. (e) An indemnifying party The obligations of the Company and the Holders under this Section 7 shall make payments survive the completion of all amounts required to be made any offering of Registrable Securities pursuant to the foregoing provisions of registration statement under this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaidAgreement, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonotherwise.

Indemnification; Contribution. (a) The Company shall indemnifyhereby indemnifies and holds harmless, to the fullest extent permitted by applicable Lawlaw, each holder of Registrable Securities, its officers, directors, partners, employees and agents, if any, Holder and each Person, if any, who controls such holder Holder within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or Act, common law or and otherwise), joint or several, resulting from any violation by the Company which arise out of the provisions of the Securities Act or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any the registration statement contemplated hereby or prospectus (and as amended in any prospectus, preliminary prospectus, free-writing prospectus, any amendment or supplemented if amended or supplemented) supplement thereto or any preliminary prospectus document incorporated by reference relating thereto or caused by in any filing made in connection with the registration or qualification of the offering under “blue sky” or other securities laws of jurisdictions in which the Registrable Securities are offered, or any omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of any prospectustherein, in light of the circumstances under which they were made) , not misleading, except and the Company shall reimburse Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or proceeding, and (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or free-writing prospectus, if used prior to the extent effective date of such registration statement or contained in the final prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto) if used within the period during which the Company is required to keep the registration statement to which such prospectus relates current, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not extend to any such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses that are caused by any untrue statement or alleged untrue statement contained in in, or by any omission or alleged omission from from, information concerning any holder of Registrable Securities furnished in writing to the Company by such holder Holder in such capacity specifically and expressly for use therein. No action or failure to act on the part of the underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. In connection with any underwritten offering pursuant to Section 3.2, the Company agrees to enter into an underwriting agreement in customary form with the applicable underwriters, and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue registration statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in connection with an offering in which a holder of Registrable Securities is participating, each such holder, severally The Holder hereby indemnifies and not jointly, shall indemnifyhold harmless, to the fullest extent permitted by applicable Lawlaw, the Company, each underwriter and their respective its officers, directors, employees and agentsemployees, if any, agents and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement statement, or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated stated, or necessary to make the statements in the registration statement or prospectus or preliminary prospectus prospectus, or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectusthereto, in light of the circumstances under which they were made) not misleading; provided, but however, that Holder shall be liable hereunder if and only to the extent that any such loss, claim, damage, liability (or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement, or alleged untrue statement or omission or alleged omission, made in reliance upon and in conformity with information pertaining to Holder which is contained in or such omission is from information so concerning a holder requested by the Company and furnished in writing to the Company by such holder Holder specifically and expressly for use therein; provided that such holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to in any such registration statementstatement or prospectus. (c) Any Person entitled to seeking indemnification under the provisions of this Section 3.5 7 shall, promptly after receipt by such Person of notice of the commencement of any action, suit, claim or proceeding, notify in writing each party against whom indemnification is to be sought of the commencement thereof; provided, however, that the failure so to notify an indemnifying party shall (i) give prompt notice to not relieve the indemnifying party of from any claim with respect to liability which it seeks indemnification and or he may have under this Section 7 (iiexcept to the extent that it has been prejudiced in any material respect by such failure) permit such or from any liability which the indemnifying party may otherwise have. In case any such action, suit, claim or proceeding is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent it or he may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such claimcounsel shall be at the expense of such indemnified party unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such suit, with action, claim or proceeding, (ii) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party; ) to take charge of the defense of such action, suit, claim or proceeding within a reasonable time after notice of commencement of the action, suit, claim or proceeding, or (iii) such indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and if the indemnified party were to be represented by the same counsel, would result in a conflict of interest for such defense is so assumedcounsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any of the events specified in clauses (i), such (ii) or (iii) of the preceding sentence shall have occurred or shall otherwise be applicable, then the fees and expenses of one counsel selected by a majority in interest of the indemnified parties shall be borne by the indemnifying party. If, in any case, the indemnified party employs separate counsel, the indemnifying party shall not enter into any settlement without have the consent right to direct the defense of such action, suit, claim or proceeding on behalf of the indemnified party if such settlement attributes liability party. Anything in this paragraph to the indemnified party and such contrary notwithstanding, an indemnifying party shall not be subject to liable for the settlement of any liability for any settlement made action, suit, claim or proceeding effected without its prior written consent (which consent in the case of an action, suit, claim or proceeding exclusively seeking monetary relief shall not be unreasonably withheldwithheld or delayed); . Such indemnification shall remain in full force and effect irrespective of any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event investigation made by or on behalf of an indemnifying party shall elect not to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claimparty. (d) If for the indemnification from the indemnifying party as provided in this Section 7 is unavailable or is otherwise insufficient to hold harmless an indemnified party in respect of any reason the foregoing indemnity is unavailablelosses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses. The relative fault of such indemnifying party shall be determined by reference to, among other things, whether any action in question, including any untrue (or alleged untrue) statement of a material fact or omission (or alleged omission) to state a material fact, has been made, or relates to information supplied by such indemnifying party or such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as well as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7(d) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with any such investigation or proceeding. The parties hereto acknowledge that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other relevant equitable considerationsmethod of allocation other than as described above. Notwithstanding the foregoingprovisions of this Section 7(d), no holder of Registrable Securities the Holder shall not be required to contribute any aggregate amount in excess of the amount by which the total price at which the Registrable Securities of such holder Holder were offered to the public exceed the amount of any damages which such Holder otherwise would have been required to pay or become liable to pay by reason of such untrue statement or omission unless such loss, claim, damage, liability (or proceeding in respect thereof) or expense arises out of or is based upon an indemnified party if untrue statement, or alleged untrue statement or omission or alleged omission, made in reliance upon and in conformity with information pertaining to Holder which is requested by the indemnity under Section 3.5(b) were availableCompany and furnished in writing to the Company by such Holder specifically and expressly for use in any such registration statement or prospectus. 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 obligation of any Person to contribute pursuant to If, however, indemnification is available under this Section 3.5 7, the indemnifying parties shall be several and not joint. (eindemnify each indemnified party to the fullest extent provided in Sections 7(a) An through 7(d) hereof without regard to the relative fault of said indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.5 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.5 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the Transfer of Equity Securities by such holder and the termination of this Agreement for any reasonother equitable consideration.