Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law or regulation against any losses, claims, damages, or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined (e) The obligations of the Company under this Section 8 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless the Bookrunner, each holder Holder, each person (a “Controlling Person”), if any, who controls the Bookrunner or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate thereof the respective officers, directors, partners, employees, representatives and agents of Common Stock registered pursuant to this Agreement with the CommissionBookrunner, the Holders or under any Blue Sky Law or regulation Controlling Person (each, an “Indemnified Party”), from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities, joint or several, to any actions in respect thereof (including the reasonable cost of investigation) which such holder Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusShelf Registration Statement or Prospectus, registration statement, prospectusincluding any document incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, and will reimburse each such holder and affiliate the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by such holder them in connection with investigating or defending any such loss, damage, expense, liability, claim or action or claim regardless of the negligence of any such holder or affiliatein respect thereof; provided, however, that the Company shall not be liable required to provide any indemnification pursuant to this Section 6(a) in any such case to the extent that insofar as any such loss, claim, damage, expense, liability, claim or liability action arises out of or is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusof a material fact contained in, or any such amendment or supplement theretoomitted from, in reliance upon and in conformity with written information furnished in writing by or on behalf of the Bookrunner or a Holder to the Company by any such holder expressly for use thereinin, any Shelf Registration Statement or any Prospectus; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors, officers, employees, representatives and agents and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to which the Company may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an (A) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such Holder to the Company expressly for use in, any preliminary prospectus, registration statement Shelf Registration Statement or prospectusProspectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact in connection with such Holder Information, which material fact was not contained in such Holder Information, and which material fact was either required to be stated therein in any Shelf Registration Statement or Prospectus or necessary to make the statements therein such Holder Information not misleading, in(B) a sale, by such Holder pursuant to a Shelf Registration Statement in or with respect to which such Holder is named as a selling securityholder, of Registrable Securities during a Suspension Period, provided that the Company shall have theretofore provided such Holder a Suspension Notice in accordance with Section 3(k), or (C) a public sale of Registrable Securities by such Holder without delivery, if required by the Securities Act, of the most recent applicable Prospectus provided to such Holder by the Company pursuant to Section 3(i) or Section 2(d)(i)(C), provided the Company shall have theretofore made available to or provided such Holder copies of such Prospectus in a timely manner so as to permit such delivery; and, subject to the limitation set forth in the immediately preceding clause, each Holder shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, damage, expense, liability, claim or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale, pursuant to the Shelf Registration Statement, of the Registrable Securities giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of If any action, such indemnified party shallsuit or proceeding (each, if a claim “Proceeding”) is brought against any person in respect thereof is of which indemnity may be sought pursuant to be made against either Section 6(a) or Section 6(b), such person (the indemnifying party under either such subsection, “Indemnified Party”) shall promptly notify the indemnifying party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission to so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability that which it may otherwise have to any indemnified partysuch Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least thirty (30) days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault or culpability or a failure to act by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable to an Indemnified Party under Section 6(a) or Section 6(b), or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) such Indemnified Party harmless, in respect of any losses, claims, damages, expenses, liabilities, claims or liabilities (or action in respect thereof) actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, or liabilities (expenses, liabilities, claims or actions in respect thereof(i) in such proportion as is appropriate to reflect the relative benefits received by the Company Company, on the one hand, and by the holder Holders or holders from this Agreement and the Bookrunner, on the other hand, from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company Company, on the one hand, and of the holders Holders or the Bookrunner, on the other hand, in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities, claims or liabilities (or actions in respect thereof)actions, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holders or the Bookrunner, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders or the Bookrunner and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, the Holders and the holders Bookrunner agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in Section 6(d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities giving rise to such contribution obligation and sold by such Holder were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or the same terms and conditions to each personBookrunner or any person controlling any Holder or the Bookrunner, if anyor the Company, who controls or the Company’s officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company will indemnify and each Guarantor agrees to indemnify, defend and hold harmless each holder Initial Purchaser, each Notice Holder, each person (a “Controlling Person”), if any, who controls any Initial Purchaser or Notice Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate thereof the respective officers, directors, partners, employees, representatives and agents of Common Stock registered pursuant to this Agreement with any Initial Purchaser, the CommissionNotice Holders or any Controlling Person (each, or under any Blue Sky Law or regulation an “Indemnified Party”), from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities, joint or several, to any actions in respect thereof (including the reasonable cost of investigation) which such holder Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusShelf Registration Statement or Prospectus, registration statement, prospectusincluding any document incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for or arises out of or is based upon any legal omission or other expenses reasonably incurred by such holder alleged omission to state a material fact necessary in connection with investigating order to make the statements made in any Prospectus or defending in any such action amendment or claim regardless supplement thereto or in any preliminary prospectus, in the light of the negligence of any circumstances under which such holder or affiliatestatements were made, not misleading; provided, however, that the Company and the Guarantors shall not be liable required to provide any indemnification pursuant to this Section 6(a) in any such case to the extent that insofar as any such loss, claim, damage, expense, liability, claim or liability action arises out of or is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusof a material fact contained in, or any such amendment or supplement theretoomitted from, in reliance upon and in conformity with written information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company by any such holder expressly for use thereinin, any Shelf Registration Statement or any Prospectus; provided further, however, that this indemnity agreement will be in addition to any liability which the Company and the Guarantors may otherwise have to such Indemnified Party. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, and each Guarantor, its directors, officers, employees and any person who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to which the Company may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such Holder to the Company expressly for use in, any preliminary prospectus, registration statement Shelf Registration Statement or prospectusProspectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact in connection with such Holder Information required to be stated therein in any Shelf Registration Statement or Prospectus or necessary to make the statements therein such Holder Information not misleading. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company and each Guarantor or any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale, inpursuant to the Shelf Registration Statement, of the Registrable Securities giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of If any action, such indemnified party shallsuit or proceeding (each, if a claim “Proceeding”) is brought against any person in respect thereof is of which indemnity may be sought pursuant to be made against either Section 6(a) or Section 6(b), such person (the indemnifying party under either such subsection, “Indemnified Party”) shall promptly notify the indemnifying party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have to notify such Indemnified Party, except to the extent that the indemnifying party has been prejudiced in any material respect by such failure through the forfeiture of substantive rights or defenses. Such Indemnified Party shall not relieve it from any liability that it may otherwise have the right to any indemnified party. In case employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing all the Indemnified Parties). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, which consent shall not be unreasonably withheld or delayed, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. No Indemnifying Party shall, without the prior to the assumption written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault or culpability or a failure to act by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable to an Indemnified Party under Section 6(a) or Section 6(b) or insufficient to hold such Indemnified Party harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, expenses, liabilities, claims or liabilities (or action in respect thereof) actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, or liabilities (expenses, liabilities, claims or actions in respect thereof(i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder Guarantors, on the one hand, and by the Holders or holders from this Agreement and the Initial Purchasers, on the other hand, from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company and the holders Guarantors, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities, claims or liabilities (or actions in respect thereof)actions, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Guarantors or by the holder Holders or the Initial Purchasers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, and each Guarantor, the Holders and the holders Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in Section 6(d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities giving rise to such contribution obligation and sold by such Holder were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or the Initial Purchasers or any person controlling any Holder or Initial Purchaser, or the Company or the Guarantors, or the Company’s or any of the holders of Common Stock under this Section 8 shall be in addition to Guarantors’ officers or directors or any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls person controlling the Company within or any Guarantor and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company will shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each holder Holder in any offering or sale of Registrable Securities, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Securities, and each affiliate thereof Person, if any, who controls such Holder or such underwriter within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act and their respective directors, or under any Blue Sky Law or regulation trustees, officers, partners, agents, employees and affiliates against any all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or liabilitiesdelayed) (collectively, joint “Losses”) incurred by such party pursuant to any actual or severalthreatened action, to which such holder may become subject under the Act suit, proceeding or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise investigation arising out of or are based upon an upon: (i) any untrue statement or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary prospectus, registration statement, prospectus, Prospectus or any amendment or supplement theretoto any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon the (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to state therein a material fact required such Holder furnished in writing to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred Company by such holder Holder or its counsel expressly for use therein, (B) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with investigating or defending any such action or claim regardless registration. Notwithstanding the foregoing provisions of the negligence of any such holder or affiliate; providedthis Section 12(a), however, that the Company shall not be liable in to any such case Holder or underwriter or to any other indemnified party under the extent indemnity agreement in this Section 12(a) for any Losses that any such loss, claim, damage, or liability arises arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration Prospectus if either: (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or prospectus, alleged untrue statement or any such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement thereto, in reliance upon and in conformity with written information furnished 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 as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by any such holder expressly for use thereinHolder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party. (b) Each holder of Common Stock registered In connection with any Registration Statement filed pursuant to this Agreement will Agreement, each Holder of Registrable Securities to be covered thereby shall, severally and not jointly with any other Holders, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Securities and each Person, if any, who controls the Company against any losses, claims, damages, or liabilities to which such underwriter within the Company may become subject, under meaning of Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act, insofar as and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such lossesparty pursuant to any actual action, claimssuit, damages, proceeding or liabilities (or actions in respect thereof) arise investigation arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectusin, or any amendment or supplement thereto, or arise out of or are based upon the 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 or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, inbut only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Registrable Securities of such Holder under such Registration Statement. (c) Promptly Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by an such indemnified party under Sections 8(a) or (b) above 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 shallmay claim indemnification or contribution pursuant to this Agreement, if a claim in respect thereof is provided that failure to be made against give such notification shall not affect the obligations of the indemnifying party under either such subsection, notify pursuant to this Section 12 except to the indemnifying party in writing of the commencement thereof; but the omission so to notify extent the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified partybeen 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 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 thereof by notice in writing thereof, with counsel reasonably satisfactory to the such indemnified party. After , 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 either of such subsections for any legal expenses of other counsel or any other expenseexpenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to investigation, unless in the assumption by the indemnifying reasonable judgment of any indemnified party, unless such expenses have been specifically authorized in writing by based on the indemnifying partyopinion of counsel, a conflict of interest is likely to exist between the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation and any other of such indemnified party and parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the same Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel would be inappropriate due to actual for the underwriters in an Underwritten Offering or potential differing interests between them(iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of which cases a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters 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 will be paid 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 any 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 8 12 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) hereunder in respect of to any losses, claims, damages, or liabilities (or action in respect thereof) referred to thereinLosses, then each the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) Losses in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company indemnifying party and the holders indemnified party in connection with the statement or omissions that actions which resulted in such losses, claims, damages, or liabilities (or actions in respect thereof)Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Registrable Securities of the Holder under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the any action in question, including any untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made by, or relates to information supplied by the Company by, such indemnifying party or the holder indemnified party, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionaction. The Company 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 12(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 holders meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 8(d12(d) were determineddetermined 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 11, the indemnifying parties shall indemnify 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) The obligations provisions of the Company under this Section 8 12 shall be in addition to any liability that the Company which any indemnifying party may otherwise have to any indemnified party and shall extend, upon survive the same terms termination of this Agreement. (f) The indemnification and conditions, to each person, if any, who controls any holder of Warrants within the meaning contribution required by this Section 12 shall be made by periodic payments of the Act. The obligations amount thereof during the course of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have action, suit, proceeding or investigation, as and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Actwhen invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a “Holder Indemnified Party”), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities, joint or several, to claim (including the reasonable cost of investigation) which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Shelf Registration Statement or Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for or arises out of or is based upon any legal omission or other expenses reasonably incurred by such holder alleged omission to state a material fact necessary in connection with investigating order to make the statements made in any Prospectus or defending in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such action loss, damage, expense, liability or claim regardless arises out of the negligence or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of any such holder or affiliate; Holder to the Company expressly for use therein, provided, however, that the Company shall not be liable required to provide any indemnity pursuant to this Section 6(a) in any such case to the extent that insofar as any such loss, claim, damage, expense, liability, claim or liability action arises out of or is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusof a material fact contained in, or any such amendment or supplement theretoomitted from, in reliance upon and in conformity with written information pertaining to the Initial Purchaser or Holder furnished by or on behalf of the Initial Purchaser or Holder to the Company by any such holder expressly for use thereinin, any Shelf Registration Statement or any Prospectus, including information provided by such Holder in a Notice and Questionnaire; provided further that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased such Registrable Securities, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, damage, expense, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder; provided further, that this indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Registrable Securities by a Notice Holder to whom the Company theretofore provided a Suspension Notice in accordance with Section 3(i). (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors, officers and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities to claim (including the reasonable cost of investigation) which the such Company Indemnified Party may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities claim (or actions in respect thereofi) arise arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information, (ii) arises out of or is based upon a sale of Registrable Securities during a Suspension Period by a Notice Holder to whom the Company theretofore provided a Suspension Notice in accordance with Section 3(i), or (iii) arises out of or is based upon a sale of Registrable Securities by a Notice Holder without delivery of the most recent applicable Prospectus provided to such Holder by the Company pursuant to Section 3(g) or Section 2(d); and, subject to the limitation set forth immediately following this clause, each Holder shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any Company Indemnified Party in connection with investigating or defending any loss, damage, expense, liability, claim or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, “Indemnified Party”) shall promptly notify the indemnifying party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability that which it may otherwise have to any indemnified partysuch Indemnified Party or otherwise except to the extent that the Indemnifying Party is prejudiced thereby. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities or liabilities (or action in respect thereof) claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, expenses, liabilities or liabilities claims (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder or holders from this Agreement and Holders on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holders Holders on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities or liabilities (or actions in respect thereof)claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the holders Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have Indemnified Party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the same terms and conditions to each personCompany, if any, who controls or the Company’s officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company will Indemnification by Acquiror. ----------------------------- --------------------------- Acquiror agrees to indemnify and hold harmless each holder and each affiliate thereof Holder included in any registration of Common Stock registered Registrable Securities pursuant to this Agreement with Agreement, its trustees, officers and directors and each Person who controls such Holder (within the Commissionmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any agent or under any Blue Sky Law or regulation investment adviser thereof against any all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses) incurred by such party pursuant to any actual or liabilitiesthreatened action, joint suit, proceeding or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise investigation arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or preliminary prospectus, registration statement, prospectusProspectus, or any amendment or supplement thereto, to any of the foregoing or arise out of or are based upon the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and will reimburse each in conformity with information with respect to such holder and affiliate for any legal or other expenses reasonably incurred Holder furnished in writing to Acquiror by such holder in Holder or its counsel expressly for use therein. In connection with investigating or defending any an underwritten offering, Acquiror will indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such action or claim regardless underwriters (within the meaning of Section 15 of the negligence Securities Act or Section 20 of any such holder or affiliate; providedthe Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders. Notwithstanding the foregoing provisions of this Section 10(a), however, that the Company shall Acquiror will not be liable to any Holder, any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such case to Holder or underwriter (within the extent that meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under the indemnity agreement in this Section 10(a) for any such loss, claim, damage, liability (or liability action or proceeding in respect thereof) or expense that arises out of such Holder's or is based upon other Person's failure to send or deliver a copy of a final Prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement at or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering written confirmation of the shares sale of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute Registrable Securities to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent Person if such statement or omission. The Company omission was corrected in such final Prospectus and the holders agree that it would not be just and equitable if contribution pursuant Acquiror has previously furnished copies thereof to such Holder in accordance with this Section 8(d) were determined (e) The obligations of the Company under this Section 8 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the ActAgreement.

Indemnification; Contribution. (a) The Company will agrees to indemnify and hold harmless each holder Holder of Registrable Securities, its officers, directors, members, partners, agents and employees and each affiliate thereof Person who controls any such Holder within the meaning of Common Stock registered pursuant either the Securities Act or the Exchange Act, to this Agreement with the Commissionfullest extent permitted by applicable law, or under any Blue Sky Law or regulation from and against any and all losses, claims, damages, or liabilities, joint or several, expenses and actions to which such holder they or any of them may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities and expenses (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusa Registration Statement, registration statement, prospectusthe Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement (in light of the circumstances under which they were made) not misleading, and will agrees to reimburse each such holder and affiliate indemnified party, as incurred, for any legal or other expenses reasonably incurred by such holder them in connection with investigating or defending any such loss, claim, damage, liability, expense or action (whether or claim regardless of not the negligence of indemnified party is a party to any such holder or affiliateproceeding); provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability or liability expense arises (i) out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such holder expressly Holder specifically for use therein. inclusion therein including, without limitation, any notice and questionnaire (bincluding, for the avoidance of doubt, Exhibit B hereto), or (ii) Each holder out of Common Stock registered sales of Registrable Securities made during a Suspension Period after notice is given pursuant to this Agreement Section 1(c) hereof. This indemnity clause will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined (e) The obligations of the Company under this Section 8 shall be in addition to any liability that which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Acthave.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Initial Purchaser, each Holder, each person, if any, who controls any Initial Purchaser or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Controlling Person”) and each affiliate thereof the respective officers, directors, partners, employees, representatives and agents of Common Stock registered pursuant to this Agreement with any Initial Purchaser, the CommissionHolders or any Controlling Person (each, or under any Blue Sky Law or regulation an “Indemnified Party”), from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities, joint or several, to any actions in respect thereof (including the reasonable cost of investigation) which such holder Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusShelf Registration Statement or Prospectus, registration statement, prospectusincluding any document incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and will reimburse each such holder and affiliate the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by such holder them in connection with investigating or defending any such loss, damage, expense, liability, claim or action or claim regardless of the negligence of any such holder or affiliatein respect thereof; provided, however, that the Company shall not be liable in any such case to the extent that (i) insofar as any such loss, claim, damage, expense, liability, claim or liability action arises out of or is based upon an any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or a Holder to the Company expressly for use therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectusprospectus relating to a Shelf Registration Statement, registration statement or prospectus, or the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such amendment losses, damages, expenses, liabilities, claims or supplement theretoactions purchased the Registrable Securities concerned, in reliance upon and in conformity with written information furnished to the Company extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such holder expressly for use thereinloss, damage, expense, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors, officers, employees, representatives, agents and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to which the Company may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information; and, subject to the limitation set forth immediately preceding this clause, each Holder shall reimburse the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, damage, expense, liability, claim or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation, absent fraud on the part of such Holder. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, “Indemnified Party”) shall promptly notify the indemnifying party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability that which it may otherwise have to any indemnified partysuch Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least thirty (30) days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities, claims or liabilities (or action in respect thereof) actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, or liabilities (expenses, liabilities, claims or actions in respect thereof(i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder Holders or holders from this Agreement and the Initial Purchasers on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holders Holders or the Initial Purchasers on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities, claims or liabilities (or actions in respect thereof)actions, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders or the Initial Purchasers on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders or the Initial Purchasers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, the Holders and the holders Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or the same terms and conditions to each personInitial Purchasers or any person controlling any Holder or Initial Purchaser, if anyor the Company, who controls or the Company’s officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (ai) The Company will indemnify Acquiror shall indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities, and hold harmless if applicable, its officers, directors, employees and agents, and if applicable, each holder and each affiliate thereof Person who controls such Holder (within the meaning of Common Stock registered pursuant to this Agreement with the CommissionSecurities Act), or under any Blue Sky Law or regulation against any all losses, claims, damages, or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation and legal expenses) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration, any preliminary related prospectus, registration statementor, prospectus, or any amendment or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, and will reimburse except in each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of case insofar as the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission made to state a material fact in any preliminary the Shelf Registration, prospectus, registration statement or prospectus, or any such amendment or supplement theretosupplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company Acquiror by any such holder Holder expressly for use therein. (bii) Each holder In connection with the Shelf Registration, each Holder shall furnish to Acquiror in writing such information and affidavits with respect to such Holder as Acquiror reasonably requests for use in connection with the Shelf Registration, any related prospectus, or any amendment or supplement thereto, and shall indemnify, to the fullest extent permitted by law, Acquiror, Acquiror's directors, officers, employees and agents and each Person who controls Acquiror (within the meaning of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company Securities Act), against any all losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation and legal expenses) arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration, any preliminary prospectus, registration statement or related prospectus, or any amendment or supplement thereto, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by extent, but only to the indemnifying partyextent, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation same arises out of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless based upon an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the untrue statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the an omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent in such registration statement or omission. The Company in such related prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to Acquiror by such Holder expressly for use in the holders agree that it would not be just and equitable if Shelf Registration. (iii) Any Person entitled to indemnification under this Section 3(d) agrees to give prompt written notice to the indemnifying party after the receipt by such Person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such Person will claim indemnification or contribution pursuant to this Section 8(d) were determined (e) The obligations Agreement and, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and the Company under this Section 8 indemnifying party with respect to such claim, permit the indemnifying party to assume the defense of such claim with counsel selected by the indemnifying party and reasonably satisfactory to such indemnified party. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the reasonable fees and expenses of more than one counsel with respect to such claim, unless in the reasonable judgment of counsel to such indemnified party, expressed in a writing delivered to the indemnifying party, a conflict of interest may exist between such indemnified party and any other indemnified party with respect to such claim, in which event the indemnifying party shall be in addition obligated to pay the reasonable fees and expenses of such additional counsel or counsels (which shall be limited to one counsel per indemnified party). The indemnifying party shall not be subject to any liability that the Company may otherwise have and for any settlement made without its consent, which consent shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall not be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Actunreasonably withheld.

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder Agent and each affiliate thereof its respective affiliates (as such term is defined in Rule 501(b) of Common Stock registered pursuant to this Agreement with the Commission1933 Act Regulations (each, or under any Blue Sky Law or regulation an “Affiliate”)), from and against any losses, claims, damages, damages or liabilities, joint or several, to which such holder Agent and its respective Affiliates may become subject subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectusthe Registration Statement or the Prospectus, or any amendment or supplement thereto, any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including any road show or investor presentations made to investors by the Company, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder the Agents and affiliate their respective Affiliates for any legal or other expenses (including the fees and disbursements of counsel chosen by the Agents) reasonably incurred by such holder Agent and its respective Affiliates in connection with investigating or defending any such action or claim regardless of the negligence of any as such holder or affiliateexpenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written any information relating to any Agent furnished to the Company in writing by any such holder Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Agents consists of the information described as such in in Section 14 hereof. (b) Each holder of Common Stock registered pursuant to this Agreement Agent, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages, damages or liabilities to which the Company may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement the Registration Statement or prospectusthe Prospectus, or any amendment or supplement theretothereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, inin each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use therein, it being understood that the only such information furnished by any Agent consists of the information set forth in Section 14 hereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. (c) Promptly after receipt by an indemnified party under Sections 8(asubsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that which it may otherwise have to any indemnified partyparty otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof 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 thereof by notice in writing thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party. After , 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 either of such subsections subsection for any legal expenses of other counsel or any other expenseexpenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the assumption entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. An indemnifying party shall not be required to indemnify an indemnified party for any amount paid or payable by the indemnified party in the settlement of any action, proceeding or investigation without the written consent of the indemnifying party, unless which consent shall not be unreasonably withheld, but if settled with such expenses have been specifically authorized in writing by consent or if there be a final judgment for the indemnifying partyplaintiff, the indemnifying party has failed agrees to assume the defense and employ counsel, or the named parties to any such action include both indemnify the indemnified party from and the indemnifying party, as appropriate, and such indemnified party has been advised against any loss or liability by counsel that the representation reason of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual settlement or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partyjudgment. (d) If the indemnification provided for in this Section 8 6 is unavailable to or insufficient to hold harmless an indemnified party under Section 8(asubsection (a) or 8(b(b) above in respect of any losses, claims, damages, damages or liabilities (or action actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand, and the holder or holders from this Agreement and Agents, on the other hand, from the offering of the shares of Common StockShares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable lawlaw or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company Company, as the case may be, on the one hand, and the holders Agents, on the other hand, in connection with the statement statements or omissions that which resulted in such losses, claims, damages, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company, as the case may be, on the one hand, and the Agents, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company, as the case may be, bear to the total underwriting discounts and commissions received by the Agents, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company Company, as the case may be, on the one hand or the holder Agents, on the other hand, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders Agents agree that it would not be just and equitable if contribution pursuant to this Section 8(dsubsection (d) were determineddetermined 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 subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred and documented by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), the Agents shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares sold by it and distributed to the public were offered to the public exceeds the amount of any damages which the Agents have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Agents’ obligations in this subsection (d) to contribute are several in proportion to their respective obligations and not joint. (e) The obligations of the Company under this Section 8 6 shall be in addition to any liability that which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Agents and each person, if any, who controls any holder of Warrants the Agents within the meaning of the Act. The 1933 Act and each Affiliate of the Agents; and the obligations of the holders of Common Stock Agents under this Section 8 6 shall be in addition to any liability that such holders which the Agents may otherwise have and shall extend, upon the same terms and conditions conditions, to each officer and director of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the 1933 Act.

Indemnification; Contribution. (a) The Company will agrees to indemnify and hold harmless the Initial Purchasers, each holder Holder and each affiliate thereof Participating Broker-Dealer, and their respective partners, directors and officers, and each Person, if any, who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the Commission, 1933 Act or under any Blue Sky Law or regulation Section 20 of the 1934 Act against any losses, claims, damages, damages or liabilities, joint or several, to which such holder Holder may become subject subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusRegistration Statement pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, registration statement, prospectusany Prospectus, or any amendment amendments or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate Holder for any legal or other expenses reasonably incurred by such holder Holder in connection with investigating or defending any such losses, claims, damages, liabilities or action or claim regardless of the negligence of any as such holder or affiliateexpenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in from any preliminary prospectus, registration statement or prospectus, or any of such amendment or supplement thereto, documents in reliance upon and in conformity with written information furnished to the Company by any such holder expressly Holder specifically for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined (e) The obligations of the Company under this Section 8 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.

Indemnification; Contribution. (a) The Company will indemnify and the Subsidiary Guarantor, jointly and severally, agree to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a “Holder Indemnified Party”), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilitiesclaim (including the reasonable cost of investigation), joint or several, to which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Shelf Registration Statement or Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or alleged omission made omitted from any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing by or on behalf of any Holder to the Company by any such holder or the Subsidiary Guarantor expressly for use therein. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company and the Subsidiary Guarantor, their directors and officers and any person who controls the Company and the Subsidiary Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities to claim (including the reasonable cost of investigation), which the such Company Indemnified Party may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company or the Subsidiary Guarantor expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, “Indemnified Party”) shall promptly notify the indemnifying party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability that which it may otherwise have to any indemnified partysuch Indemnified Party or otherwise except to the extent such Indemnifying Person has been materially prejudiced by such failure. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to take charge of the defense of such Proceeding within 30 days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. No Indemnifying Party shall, without the prior to the assumption written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities or liabilities (or action in respect thereof) claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, expenses, liabilities or liabilities claims (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement Subsidiary Guarantor on the one hand and the Holders on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company and the holders Subsidiary Guarantor on the one hand and of the Holders on the other in connection with the statement statements or omissions that omissions, which resulted in such losses, claims, damages, expenses, liabilities or liabilities (or actions in respect thereof)claims, as well as any other relevant equitable considerations. The relative fault of the Company and the Subsidiary Guarantor on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company Company, the Subsidiary Guarantor or by the holder Holders and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, the Subsidiary Guarantor and the holders Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages, which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the same terms and conditions to each personCompany, if any, who controls the Subsidiary Guarantor or their officers or directors or any person controlling the Company within or the meaning Subsidiary Guarantor and (iii) the sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a "Holder Indemnified Party"), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities, joint or several, to claim (including the reasonable cost of investigation) which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Shelf Registration Statement or Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of any Holder to the Company expressly for use therein; provided that the indemnification contained in this Section 6(a) shall not inure to the benefit of any Holder (or to the benefit of any person controlling such Holder) on account of any such losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectusprospectus provided in each case the Company has performed its obligations under Section 3(a) hereof if either (A) (i) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the person asserting the claim from which such losses, registration claims, damages or liabilities arise and (ii) the Prospectus would have corrected such untrue statement or prospectusalleged untrue statement or such omission or alleged omission, or any (B) (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Prospectus and (y) having previously been furnished by or on behalf of the Company by any with copies of the Prospectus as so amended or supplemented, such holder expressly for use thereinHolder thereafter fails to deliver such Prospectus as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of a Registrable Security to the person asserting the claim from which such losses, claims, damages or liabilities arise. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Party") from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities to claim (including the reasonable cost of investigation) which the such Company Indemnified Party may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a "Proceeding") is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, "Indemnified Party") shall promptly notify the indemnifying party person against whom such indemnity may be sought (the "Indemnifying Party") in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission to so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability that which it may otherwise have to any indemnified partysuch Indemnified Party hereunder to the extent such omission has not materially prejudiced (through the forfeiture of substantive rights or defenses) such Indemnifying Party. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party (x) unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or (y) such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof other or (z) such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such Proceeding). An Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days' prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities or liabilities (or action in respect thereof) claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, expenses, liabilities or liabilities claims (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder or holders from this Agreement and Holders on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holders Holders on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities or liabilities (or actions in respect thereof)claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the holders Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the same terms and conditions to each personCompany, if any, who controls or the Company's officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a “Holder Indemnified Party”), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities, joint or several, to claim (including the reasonable cost of investigation) which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Shelf Registration Statement or Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusof a material fact contained in, or any such amendment or supplement theretoomitted from, in reliance upon and in conformity with written information furnished in writing by or on behalf of any Holder to the Company by any such holder expressly for use therein, including, without limitation, all information regarding such Holder and it affiliates included in the Notice and Questionnaire. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities to claim (including the reasonable cost of investigation) which the such Company Indemnified Party may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectusincluding, without limitation, all information regarding such Holders and its affiliates included in the Notice and Questionnaire, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, “Indemnified Party”) shall promptly notify the indemnifying party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability that which it may otherwise have to any indemnified partysuch Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities or liabilities (or action in respect thereof) claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, expenses, liabilities or liabilities claims (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder or holders from this Agreement and Holders on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holders Holders on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities or liabilities (or actions in respect thereof)claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the holders Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the same terms and conditions to each personCompany, if any, who controls or the Company’s officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company will agrees to indemnify and hold harmless each holder Holder of Registrable Securities, its officers, directors, members, partners, agents and employees and each affiliate thereof Person who controls any such Holder within the meaning of Common Stock registered pursuant either the Securities Act or the Exchange Act, to this Agreement with the Commissionfullest extent permitted by applicable law, or under any Blue Sky Law or regulation from and against any and all losses, claims, damages, or liabilities, joint or several, expenses and actions to which such holder they or any of them may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities and expenses (or actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusa Registration Statement, registration statement, prospectusthe Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement (in light of the circumstances under which they were made) not misleading, and will agrees to reimburse each such holder and affiliate indemnified party, as incurred, for any legal or other expenses reasonably incurred by such holder them in connection with investigating or defending any such loss, claim, damage, liability, expense or action (whether or claim regardless of not the negligence of indemnified party is a party to any such holder or affiliateproceeding); provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability or liability expense arises (i) out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such holder expressly Holder specifically for use therein. inclusion therein including, without limitation, any notice and questionnaire (bincluding, for the avoidance of doubt, Exhibit B hereto), or (ii) Each holder out of Common Stock registered sales of Registrable Securities made during a Pre-Effective Suspension Period or a Suspension Period after notice is given pursuant to this Agreement Section 1(a) and Section 1(d) hereof, respectively. This indemnity clause will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined (e) The obligations of the Company under this Section 8 shall be in addition to any liability that which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Acthave.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a “Holder Indemnified Party”), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities, joint or several, to claim (including the reasonable cost of investigation) which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Shelf Registration Statement or Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusof a material fact contained in, or any such amendment or supplement theretoomitted from, in reliance upon and in conformity with written information furnished in writing by or on behalf of any Holder to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities to claim (including the reasonable cost of investigation) which the such Company Indemnified Party may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, “Indemnified Party”) shall promptly notify the indemnifying party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability that which it may otherwise have to any indemnified partysuch Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities or liabilities (or action in respect thereof) claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, expenses, liabilities or liabilities claims (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder or holders from this Agreement and Holders on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holders Holders on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities or liabilities (or actions in respect thereof)claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the holders Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the same terms and conditions to each personCompany, if any, who controls or the Company’s officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The If any Registrable ---------- ----------------------------- Securities are included in a registration statement under this Agreement: 9.1. To the extent permitted by applicable law, the Company will shall indemnify and hold harmless each holder Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each affiliate thereof officer, director, partner, employee, agent and consultant of Common Stock registered pursuant to this Agreement with the Commissionsuch Selling Holder and such controlling Person, or under any Blue Sky Law or regulation against any and all losses, claims, damages, or liabilities, liabilities and expenses (joint or several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which such holder any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) and expenses arise out of or are based upon an any of the following statements, omissions or violations (collectively a "Violation"): (a) Any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, such registration statement, prospectusincluding any preliminary prospectus or final prospectus contained therein, or any amendment amendments or supplement supplements thereto, or arise out of or are based upon the ; (b) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal ; or (c) Any violation or other expenses reasonably incurred alleged violation by such holder in connection with investigating or defending any such action or claim regardless the Company of the negligence of Securities Act, the Exchange Act, any such holder applicable state securities law or affiliateany rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; provided, however, that the Company shall not be liable in any such case underwriter to the extent that any such loss, claim, damage, loss is based on or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectusfact, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by fact, contained in or omitted from any preliminary prospectus if the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to final prospectus shall correct or prevent such untrue statement or alleged untrue statement, or such omission or alleged omission. The Company , and the holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined (e) The obligations a copy of the Company final prospectus has not been sent or given to such Person at or prior to the confirmation of sale to such Person if such underwriter was under this Section 8 shall be in addition an obligation to any liability that the Company may otherwise have deliver such final prospectus and shall extend, upon the same terms and conditions, failed to each persondo so. Pursuant to underwriting agreements, if any, entered into as contemplated by Section 6.5 ----------- hereof, the Company shall also provide customary indemnification of underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls any holder of Warrants such persons (within the meaning of the Act. The obligations Section 15 of the holders Securities Act or Section 20 of Common Stock under this the Exchange Act). In no case shall the Selling Holders or any other Holders be required to provide any indemnification of underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 8 shall be in addition 15 of the Securities Act or Section 20 of the Exchange Act) other than to any liability that such holders may otherwise have and shall extend, upon the same terms extent provided to the Company under Section 9.2 hereof. ----------- 9.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and conditions to hold harmless the Company, each personof its directors, each of its officers who shall have signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act., any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Selling Holder expressly for use in connection with such registration; provided, however, (i) that the indemnification required by this -------- -------

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder of the Trustees, each Holder, each person, if any, who controls, is controlled by or is under common control with any Trustee or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commissiontheir respective Affiliates (each, or under any Blue Sky Law or regulation an “Non-Company Indemnified Party”) from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities, joint any actions or several, to proceedings in respect thereof (including the reasonable cost of investigation) which such holder Non-Company Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim, action or liabilities proceeding (or actions in respect thereofi) arise arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusRegistration Statement, registration statementProspectus or Issuer Free Writing Prospectus, prospectusincluding any document incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise (ii) arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus, Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, or (iii) arises out of any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws in connection with the sale of securities by a Holder pursuant to any Registration Statement in which such Holder is participating, and will reimburse each such holder and affiliate the Company shall reimburse, as incurred, the Non-Company Indemnified Parties for any legal or other expenses reasonably incurred by such holder them in connection with investigating or defending any such loss, damage, expense, liability, claim or action or claim regardless of the negligence of any such holder or affiliatein respect thereof; provided, however, that the Company shall not be liable required to provide any indemnification pursuant to this Section 7(a) in any such case to the extent that insofar as any such loss, damage, expense, liability, claim, damage, action or liability proceeding arises out of or is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusof a material fact contained in, or any such amendment or supplement theretoomitted from, in reliance upon and in conformity with written information furnished in writing by or on behalf of a Trustee or a Holder to the Company expressly for use in, any Registration Statement, Prospectus or Issuer Free Writing Prospectus, including, without limitation, information provided to the Company by such Holder in a Notice and Questionnaire; provided further, however, that no Trustee or Holder shall be entitled to this indemnity to the extent, and only to the extent, such loss, damage, expense, liability, claim, action or proceeding arises out of a disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by such Trustee or Holder, as the case may be, during a Suspension Period, provided such Trustee or Holder, as the case may be, received, prior to such disposition, a Suspension Notice with respect to such Suspension Period. This indemnity agreement will be in addition to any such holder expressly for use thereinliability which the Company may otherwise have to any Non-Company Indemnified Party. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective Affiliates (each, a “Company Indemnified Party”) from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities any actions or proceedings in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to which the Company may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an (A) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with any Holder Information, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such Holder Information, which material fact was not contained in such Holder Information, and which material fact was either required to be stated in any preliminary prospectus, registration statement Registration Statement or prospectusProspectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein such Holder Information not misleading; (B) a sale, in (c) Promptly after receipt by an indemnified party under Sections 8(a) such Holder, pursuant to a Shelf Registration Statement, of Registrable Securities during a Suspension Period, provided that the Company shall have theretofore provided such Holder with a Suspension Notice with respect to such Suspension Period; or (bC) above a public sale of Registrable Securities by such Holder without delivery, if required by the Securities Act, of the commencement of most recent applicable Prospectus provided to such Holder by the Company pursuant hereto; and, subject to the limitation set forth in the immediately preceding clause, each Holder shall reimburse, as incurred, any actionCompany Indemnified Party for any legal or other expenses reasonably incurred by such Company Indemnified Party in connection with investigating or defending any loss, such indemnified party shalldamage, if a claim expense, liability, claim, action or proceeding in respect thereof is thereof. This indemnity agreement will be in addition to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it which such Holder may otherwise have to any indemnified partyCompany Indemnified Party. In case no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds (after deducting the underwriters’ discounts and commissions, if any) received by such action shall be Holder upon the sale, pursuant to the Registration Statement, of the Registrable Securities giving rise to such indemnification obligation. (c) If any action, suit or proceeding (each, a “Proceeding”) is brought against any indemnified party and it person in respect of which indemnity may be sought pursuant to either Section 7(a) or Section 7(b), such Non-Company Indemnified Party or Company Indemnified Party (the “Indemnified Party”) shall promptly notify the indemnifying party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereof institution of such Proceeding and the indemnifying party Indemnifying Party shall be entitled to assume the defense thereof by notice of such Proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and payment of all fees and expense; provided, however, that the omission to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise. Such Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the employment of such counsel shall have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense thereof other of such Proceeding or such Indemnifying Party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such Indemnified Party shall have reasonably concluded that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct the defense of such Proceeding on behalf of the Indemnified Party, in any of which events such fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings (in additional to any local counsel) representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault or culpability or a failure to act by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 7 is unavailable to an Indemnified Party under Section 7(a) or Section 7(b), or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) such Indemnified Party harmless, in respect of any losses, claims, damages, expenses, liabilities, claims or liabilities (or action in respect thereof) actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, damages, expenses, liabilities, claims, damages, actions or liabilities proceedings (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company Company, on the one hand, and by the holder Holders or holders from this Agreement and the Trustees, on the other hand, from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company Company, on the one hand, and of the holders Holders or the Trustees, on the other hand, in connection with the statement statements or omissions that which resulted in such losses, damages, expenses, liabilities, claims, damages, actions or liabilities (or actions in respect thereof)proceedings, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holders or the Trustees, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders or the Trustees and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, the Holders and the holders Trustees agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 7 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in Section 7(d) above. Notwithstanding the provisions of this Section 8 7, no Holder shall be required to contribute any amount in addition to any liability that excess of the Company may otherwise have dollar amount by which the net proceeds (after deducting the underwriters’ discounts and shall extend, upon the same terms and conditions, to each personcommissions, if any, who controls ) from the sale of the Registrable Securities giving rise to such contribution obligation exceeds the amount of any holder damages which it has otherwise been required to pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 7 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Registration Statement, and not joint. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 7 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or the same terms and conditions to each personTrustees or any person controlling any Holder or Trustee, if anyor the Company, who controls or the Company’s officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (ai) The In connection with any Shelf Registration Statement, the Company will agrees to indemnify and hold harmless each holder Holder of Notes or Common Stock issued upon conversion thereof covered thereby, the directors, officers, employees and agents of each such Holder and each affiliate thereof person who controls any such Holder within the meaning of Common Stock registered pursuant to this Agreement with either the Commission, Act or under any Blue Sky Law or regulation the Exchange Act against any and all losses, claims, damages, damages or liabilities, joint or several, to which such holder they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement as originally filed or in any amendment thereof, or in any preliminary prospectus, registration statement, prospectusProspectus or Prospectus, or in any amendment thereof or supplement thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will agrees to reimburse each such holder and affiliate indemnified party, as incurred, for any legal or other expenses reasonably incurred by such holder them in connection with investigating or defending any such action loss, claim, damage, liability or claim regardless of the negligence of any such holder or affiliateaction; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon an (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such holder expressly Holder specifically for inclusion therein, (ii) use thereinof a Shelf Registration Statement or the related Prospectus during a period when a stop order has been issued in respect of such Shelf Registration or any proceedings for that purpose have been initiated or use of a Prospectus when use of such Prospectus has been deferred pursuant to Section 2(c); provided, further, in each case, that the Company has delivered prior notice, and the Holders have received such prior notice, in accordance with Section 7(c) hereof of such stop order, initiation of proceedings or deferral or (iii) if the Holder fails to deliver a Prospectus or the then current Prospectus. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (ii) The Company also agrees to indemnify or contribute to Losses, as provided in Section 5(d), of any Underwriters of the Notes or the Common Stock issued upon conversion thereof registered under a Shelf Registration Statement, their officers and directors and each person who controls such Underwriters on terms that are customarily made by issuers to Underwriters and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 3(n) hereof. (b) Each holder Holder of Notes or Common Stock registered pursuant issued upon conversion thereof covered by a Shelf Registration Statement severally agrees to this Agreement will indemnify and hold harmless (i) the Company, (ii) each of its directors, (iii) each of its officers who signs such Shelf Registration Statement and (iv) each person who controls the Company against any losses, claims, damages, or liabilities to which within the Company may become subject, under meaning of either the Act or otherwisethe Exchange Act to the same extent as the foregoing indemnity from the Company to each such Holder, insofar as but only with reference to written information relating to such losses, claims, damages, Holder furnished to the Company by or liabilities (or actions on behalf of such Holder specifically for inclusion in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any preliminary prospectus, registration statement or prospectus, or liability which any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insuch Holder may otherwise have. (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above this Section 5 of notice of the commencement of any action, such indemnified party shallwill, if a claim in respect thereof is to be made against the indemnifying party under either such subsectionthis Section 5, notify the indemnifying party in writing of the commencement thereof; but the omission failure so to notify the indemnifying party shall (i) will not relieve it from any liability that under paragraph (a) or (b) above unless and to the extent it may did not otherwise have to any indemnified party. In case any learn of such action shall be brought against any indemnified party and it shall notify such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the commencement thereof indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to assume appoint counsel of the defense thereof indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by notice in writing the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. After notice from 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 separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel (and local counsel) if (i) the use of counsel chosen by the indemnifying party to such represent the indemnified party would present such counsel with a conflict of its election to assume interest, (ii) the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel actual or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counselpotential defendants in, or the named parties to targets of, any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified 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 by shall not have employed counsel reasonably satisfactory to the same indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action, or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel would at the expense of the indemnifying party; provided further, that the indemnifying party shall not be inappropriate due responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) representing all the indemnified parties under paragraph (a)(i), paragraph (a)(ii) or paragraph (b) above. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential differing interests between themparties to such claim or action) unless such settlement, in compromise or consent includes an unconditional release of each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partyfrom all liability arising out of such claim, action, suit or proceeding and does not include an admission of fault. (d) If In the indemnification event that the indemnity provided for in this Section 8 5(a) or (b) is unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) for any reason, then each applicable indemnifying party, in respect lieu of any indemnifying such indemnified party, shall have a joint and several obligation to contribute to the aggregate losses, claims, damages, or damages and liabilities (including legal or action other expenses reasonably incurred in respect thereofconnection with investigating or defending same) referred (collectively "Losses") to therein, then each indemnifying party shall contribute to the amount paid or payable by which such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the Company one hand, and such indemnified party, on the other hand, from the Initial Placement and the holder or holders from this Agreement and from the offering of the shares of Common Stock. IfShelf Registration Statement which resulted in such Losses; provided, however, that in no case shall any Underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the Notes and the Common Stock issued upon conversion thereof purchased by such Underwriter under the Shelf Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is not permitted by applicable lawunavailable for any reason, then each the indemnifying party and the indemnified party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the Company one hand, and such indemnified party, on the holders other hand, in connection with the statement statements or omissions that which resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), Losses as well as any other relevant equitable considerations. The relative Benefits received by the Company shall be deemed to be equal to the sum of (x) the total net proceeds from the Initial Placement (before deducting expenses) and (y) the total amount of additional interest which the Company was not required to pay as a result of registering the Notes and the Common Stock issued upon conversion thereof covered by the Shelf Registration Statement which resulted in such Losses. Benefits received by any other Holders shall be deemed to be equal to the value of receiving the Notes or the Common Stock issuable upon conversion thereof registered under the Act. Benefits received by any Underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Shelf Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, to whether the untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied provided by the Company indemnifying party, on the one hand, or by the holder and indemnified party, on the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionother hand. The Company and the holders parties agree that it would not be just and equitable if contribution pursuant were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 8(d) were determined 5(d), no person guilty of fraudulent misrepresentation (e) The obligations of the Company under this Section 8 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations For purposes of the holders of Common Stock under this Section 8 5, each person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms rights to contribution as such Holder, and conditions to each person, if any, person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Shelf Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 5(d). (e) The provisions of this Section 5 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling persons referred to in Section 5 hereof, and will survive the sale by a Holder of Notes or Common Stock issuable upon conversion thereof covered by a Shelf Registration Statement.

Indemnification; Contribution. (a) The Company will Agilent and World Trade jointly and severally agree to indemnify and hold harmless each holder Xxxxxxx Xxxxx and its affiliates, directors, officers, employees, agents and controlling persons (Xxxxxxx Xxxxx and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law or regulation such other person being an “Indemnified Party”) from and against any and all losses, claims, damages, or damages and liabilities, joint or several, to which such holder may become Indemnified Party becomes subject under the Act or otherwise, insofar as such losses, claims, damagesany applicable law, or liabilities (otherwise related to or actions in respect thereof) arise arising out of or are based upon an in connection with (a) any transaction contemplated by this Agreement and (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, information (whether oral or written) or documents furnished or made available by World Trade or Agilent or any amendment of their affiliates in connection with any transaction contemplated pursuant to this Agreement or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless light of the negligence of any such holder or affiliatecircumstances under which they were made; provided, however, that neither Agilent nor World Trade shall be liable, in the Company shall not be liable in any such case of this clause (b), to the extent that any such losslosses, claimclaims, damage, damages or liability arises liabilities arise out of or is are based upon an on such untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, therein in reliance upon and in conformity with written information relating to Xxxxxxx Xxxxx (or the relevant affiliate thereof) furnished to the Company Agilent or World Trade by any such holder Xxxxxxx Xxxxx expressly for use therein. . In no event shall Agilent or World Trade be liable for fees and expenses of more than one counsel (bin addition to any local counsel) Each holder separate from their own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of Common Stock registered pursuant the same general allegations or circumstances. Agilent and World Trade jointly and severally agree to promptly reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising from any of the matters referred to in the preceding sentence, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of World Trade or Agilent or the relevant issuer or whether or not resulting in any liability. Neither Agilent nor World Trade shall be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, Agilent and World Trade jointly or severally agree to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Agilent and World Trade further jointly and severally agree not to assert any claim against any Indemnified Party for consequential, punitive or exemplary damages on any theory of liability in connection with the transactions described in or contemplated by this Agreement. Neither Agilent nor World Trade shall be liable to an Indemnified Party under clause (a) of the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is finally determined by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, gross negligence or willful misconduct. If the indemnification of an Indemnified Party provided for in this Agreement will indemnify is for any reason held unenforceable, Agilent and hold harmless World Trade jointly and severally agree to contribute to the Company against any losses, claims, damages, damages or liabilities to for which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities indemnification is held unenforceable (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereofa) in such proportion as is appropriate to reflect the relative benefits received by to World Trade and Agilent, on the Company one hand, and Xxxxxxx Xxxxx, on the holder or holders from this Agreement and from the offering other hand, of the shares of Common Stock. Ifrelevant transaction contemplated pursuant to this Agreement, however, or (b) (but only if) the allocation provided for in clause (a) is for any reason prohibited by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (a) but also World Trade and Agilent’s relative fault, on the one hand, and the relative fault of Xxxxxxx Xxxxx, on the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof)other hand, as well as any other relevant equitable considerations. The Agilent and World Trade jointly and severally agree that for the purposes of this paragraph the relative fault benefits to World Trade and Agilent, on the one hand, and to Xxxxxxx Xxxxx, on the other hand, shall be determined deemed to be in the same proportion that the total value received or contemplated to be received by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution World Trade and/or Agilent in any transactions contemplated pursuant to this Section 8(d) were determined (e) The obligations Agreement bears to the fees paid or to be paid to Xxxxxxx Xxxxx with respect to such transaction; provided, however, that, to the extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute in respect of a specific transaction an aggregate amount in excess of the Company under this Section 8 fees actually paid in such transaction to Xxxxxxx Xxxxx. The foregoing contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. No investigation or failure to investigate by any Indemnified Party shall impair the foregoing indemnification and contribution agreement or any other right an Indemnified Party may have. Agilent and World Trade jointly and severally agree that, without Xxxxxxx Xxxxx’x prior written consent, neither World Trade nor Agilent nor any of their affiliates or subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions of this Agreement (whether or not Xxxxxxx Xxxxx or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (a) includes an unconditional written release, in form and substance satisfactory to Xxxxxxx Xxxxx and each Indemnified Party, from all liability arising out of such claim, action or proceeding and (b) does not include any statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any Indemnified Party. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Agilent or any of its subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, World Trade and Agilent agree to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the Company may otherwise have fees and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder expenses of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Actits legal counsel.

Indemnification; Contribution. (a) The Company will indemnify and each of the Guarantors agree, jointly and severally, to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a "HOLDER INDEMNIFIED PARTY"), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities, joint or several, to claim (including the reasonable cost of investigation) which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise out of or are based upon an claim is caused by any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Shelf Registration Statement or Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for or is caused by any legal omission or other expenses reasonably incurred by such holder alleged omission to state a material fact necessary in connection with investigating order to make the statements made in any Prospectus or defending in any such action amendment or claim regardless supplement thereto or in any preliminary prospectus, in the light of the negligence of any such holder or affiliate; providedcircumstances under which they were made, howevernot misleading, that the Company shall not be liable in any such case to the extent that except insofar as any such loss, claim, damage, expense, liability or liability claim arises out of or is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusof a material fact contained in, or any such amendment or supplement theretoomitted from, in reliance upon and in conformity with written information furnished in writing by or on behalf of any Holder to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company and each Guarantor, and each of their respective directors and officers and any person who controls the Company or any such Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "COMPANY INDEMNIFIED PARTY") from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities to claim (including the reasonable cost of investigation) which the such Company Indemnified Party may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise out of or are based upon an claim is caused by any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or is caused by any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a "PROCEEDING") is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, "INDEMNIFIED PARTY") shall promptly notify the indemnifying party person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise, except to the extent that it may otherwise has been materially prejudiced by such failure. Such Indemnified Party shall have the right to any indemnified party. In case employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days' prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities or liabilities (or action in respect thereof) claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, expenses, liabilities or liabilities claims (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement Guarantors on the one hand and the Holders on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company and the holders Guarantors on the one hand and of the Holders on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities or liabilities (or actions in respect thereof)claims, as well as any other relevant equitable considerations. The relative benefit received by the Company and the Guarantors shall be deemed to be equal to the total net proceeds from the initial placement pursuant to the Purchase Agreement (before deducting expenses) of the Registrable Securities to which such losses, claims, damages or liabilities relate. The relative benefit received by any Holder shall be deemed to be equal to the value of receiving registration rights under this Agreement for the Registrable Securities. The relative fault of the Company and the Guarantors on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or by the holder Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, the Guarantors and the holders Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, the Company, any Guarantor, the officers or directors of the holders of Common Stock under this Section 8 shall be in addition to Company or any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls Guarantor or any person controlling the Company within or any Guarantor and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a "Holder Indemnified Party"), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities, joint or several, to claim (including the reasonable cost of investigation) which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Shelf Registration Statement or Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusof a material fact contained in, or any such amendment or supplement theretoomitted from, in reliance upon and in conformity with written information furnished in writing by or on behalf of any Holder to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Party") from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities to claim (including the reasonable cost of investigation) which the such Company Indemnified Party may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, in (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above arises out of the commencement of or is based upon any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates necessary in order to information supplied make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the Company or sale of the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution Registrable Securities pursuant to this Section 8(d) were determinedthe Shelf Registration Statement giving rise to such indemnification obligation. (ec) The obligations If any action, suit or proceeding (each, a "Proceeding") is brought against any person in respect of the Company under this Section 8 shall which indemnity may be in addition sought pursuant to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder either subsection (a) or (b) of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.this

Indemnification; Contribution. (a) The Company will shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each holder Holder in any offering or sale of Registrable Securities, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Securities, and each affiliate thereof Person, if any, who controls such Holder or such underwriter within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act and their respective directors, or under any Blue Sky Law or regulation trustees, officers, partners, agents, employees and affiliates against any all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld or liabilitiesdelayed) (collectively, joint "Losses") incurred by such party pursuant to any actual or severalthreatened action, to which such holder may become subject under the Act suit, proceeding or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise investigation arising out of or are based upon an upon: (i) any untrue statement or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary prospectus, registration statement, prospectus, Prospectus or any amendment or supplement theretoto any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon the (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to state therein a material fact required such Holder furnished in writing to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred Company by such holder Holder or its counsel expressly for use therein, (B) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with investigating or defending any such action or claim regardless registration. Notwithstanding the foregoing provisions of the negligence of any such holder or affiliate; providedthis Section 12(a), however, that the Company shall not be liable in to any such case Holder or underwriter or to any other indemnified party under the extent indemnity agreement in this Section 12(a) for any Losses that any such loss, claim, damage, or liability arises arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration Prospectus if either (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or prospectusalleged untrue statement or such omission or alleged omission, or any (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by any such holder expressly for use thereinHolder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party. (b) Each holder In connection with any Registration Statement filed pursuant hereto, each Holder of Common Stock registered pursuant Registrable Securities to this Agreement will be covered thereby shall, severally and not jointly with any other Holders, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Securities and each Person, if any, who controls the Company against any losses, claims, damages, or liabilities to which such underwriter within the Company may become subject, under meaning of Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act, insofar as and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such lossesparty pursuant to any actual action, claimssuit, damages, proceeding or liabilities (or actions in respect thereof) arise investigation arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectusin, or any amendment or supplement thereto, or arise out of or are based upon the 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 or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, inbut only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Registrable Securities of such Holder under such Registration Statement. (c) Promptly Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by an such indemnified party under Sections 8(a) or (b) above 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 shall, if a may claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel indemnification or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined (e) The Agreement, provided that failure to give such notification shall not affect the obligations of the Company under this Section 8 shall be in addition indemnifying party pursuant to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.this

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law or regulation against any losses, claims, damages, or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, inin each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such holder expressly for use therein. (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to above in this subsection (e) The obligations ). Except as provided in Section 8(c), the amount paid or payable by an indemnified party as a result of the Company under losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 8 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in addition to connection with investigation or defending any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder such action or claim. No person guilty of Warrants fraudulent misrepresentation (within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning 11(f) of the Act.) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person, if any, who controls any Holder (a "Controlling Person") within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation an "Indemnified Party"), from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities, joint or several, to action in respect thereof (including the reasonable cost of investigation) which such holder Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusShelf Registration Statement or Prospectus, registration statement, prospectusincluding any document incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and will reimburse each such holder and affiliate the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by such holder them in connection with investigating or defending any such loss, damage, expense, liability, claim or action or claim regardless of the negligence of any such holder or affiliatein respect thereof; provided, however, that the Company indemnity agreement contained in this subsection (a) shall not be liable in any such case inure to the extent that benefit of any Holder or related Controlling Person (i) insofar as any such loss, claim, damage, expense, liability, claim or liability action arises out of or is based upon an any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of such Holder or related Controlling Person to the Company expressly for use in connection with any Shelf Registration Statement or Prospectus, (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, to the extent that a final Prospectus relating to such Registrable Securities was not delivered by such Holder, at or prior to the written confirmation of the sale of such Registrable Securities, to the person asserting the claim from which such loss, damage, expense, liability, claim or action arises, a copy of the final Prospectus if the Company had previously furnished copies thereof to such Holder and the final Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission made in any preliminary prospectus, registration or (iii) if such untrue statement or prospectusalleged untrue statement, omission or any such alleged omission is corrected in an amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the final Prospectus and having been previously furnished by or on behalf of the Company by with copies of the final Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, at or prior to the written confirmation of the sale of Registrable Securities to the person asserting the claim from which such loss, damage, expense, liability, claim or action arises. This indemnity agreement will be in addition to any such holder expressly for use thereinliability which the Company may otherwise have to any Holder or any of its Controlling Persons. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors, officers, employees, representatives, agents and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Party") from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities any action in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to which the Company may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information; and, subject to the limitation set forth immediately preceding this clause, each Holder shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such other person in connection with investigating or defending any loss, damage, expense, liability, claim or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any Company Indemnified Party. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a "Proceeding") is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, "Indemnified Party") shall promptly notify the indemnifying party person against whom such indemnity may be sought (the "Indemnifying Party") in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability that which it may otherwise have to any indemnified partysuch Indemnified Party under this Section 6 except to the extent it is materially prejudiced thereby. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least forty-five (45) days prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities, claims or liabilities (or action in respect thereof) actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, or liabilities (expenses, liabilities, claims or actions in respect thereof(i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder or holders from this Agreement and Holders on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the holders Holders on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities, claims or liabilities (or actions in respect thereof)actions, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the holders Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon the same terms and conditions to each person(ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, if any, who controls or the Company within or the meaning Company's directors, officers, employees, representatives, agents or any person controlling the Company and (iii) the sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Notice Holder and each affiliate thereof person who controls any Notice Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a "Holder Indemnified Party"), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities, joint or several, to claim (including the reasonable cost of investigation) which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Shelf Registration Statement or Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusof a material fact contained in, or any such amendment or supplement theretoomitted from, in reliance upon and in conformity with written information furnished in writing by or on behalf of any Notice Holder or any person, if any, who controls a Notice Holder to the Company by any such holder expressly for use thereintherein and except that this indemnity agreement shall not apply to any loss, damage, expense, liability or claim (1) arising from an offer or sale by a Notice Holder of Registrable Securities occurring during a Suspension Period, if the indemnified party is a Notice Holder that received from the Company a Deferral Notice prior to the making of such offer or sale or (2) the Notice Holder fails to deliver at or prior to written confirmation of sale, the most recent Prospectus, as amended or supplemented, and such Prospectus, as amended or supplemented, would have corrected such untrue statement or omission or alleged untrue statement or omission of a material fact and the Company had previously provided to such Notice Holder such most recent Prospectus, as amended or supplemented, in a timely manner and in requisite quantities so as to timely permit such delivery by the Notice Holder. (b) Each holder of Common Stock registered pursuant Notice Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Party") from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities to claim (including the reasonable cost of investigation) which the such Company Indemnified Party may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Notice Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a "Proceeding") is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, "Indemnified Party") shall promptly notify the indemnifying party person against whom such indemnity may be sought (the "Indemnifying Party") in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party to the indemnifying party extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability that which it may have otherwise than on account of this Agreement. Such Indemnified Party shall have the right to any indemnified party. In case employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 60 days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. No Indemnifying Party shall, without the prior to the assumption written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities or liabilities (or action in respect thereof) claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, expenses, liabilities or liabilities claims (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder or holders from this Agreement and Holders on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holders Holders on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities or liabilities (or actions in respect thereof)claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the holders Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the same terms and conditions to each personCompany, if any, who controls or the Company's officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law or regulation against any losses, claims, damages, or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Offering Memorandum or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectusOffering Memorandum, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectusOffering Memorandum, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, inin each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Offering Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such holder expressly for use herein. (c) Promptly after receipt by an indemnified party under Sections 8(a3(a) or and (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for of any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and or employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 3 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a3(a) or 8(b(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to the state a material fact relates related to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 3(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to above in this subsection (d). Except as provided in Section 8(c), the amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 8(d) were determinedshall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigation or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section 8(d) to the contrary, no holder shall be liable for any amount, in the aggregate, in excess of the net proceeds to such holder from the sale of such holder's shares (obtained upon exercise of Warrants) giving rise to such losses, claims, damages, or liabilities. (e) The obligations of the Company under this Section 8 3 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 3 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a “Holder Indemnified Party”), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities, joint or several, to claim (including the reasonable cost of investigation) which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of any Holder to the Company expressly for use therein; provided that the foregoing indemnity shall not inure to the benefit of any Initial Purchaser who fails to deliver a Prospectus (as then amended or supplemented and provided by the Company to the Initial Purchasers in the requisite quantity and on a timely basis to permit proper delivery on or prior to the Closing Date) to the person asserting any loss, damage, expense, liability or claim caused by an untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus or caused by any preliminary prospectus, registration statement, prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein statement therein, in the light of the circumstances under which they were made, not misleading, if such Prospectus would have cured the material misstatement or omission or alleged material misstatement or omission. (b) Each Holder, severally and will reimburse each such holder not jointly, agrees to indemnify, defend and affiliate for hold harmless the Company, its directors and officers and any legal person who controls the Company within the meaning of Section 15 of the Securities Act or other expenses reasonably incurred by such holder in connection with investigating or defending Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any such action loss, damage, expense, liability or claim regardless (including the reasonable cost of investigation) which such Company Indemnified Party may incur under the negligence of any such holder Securities Act, the Exchange Act or affiliate; providedotherwise, however, that the Company shall not be liable in any such case to the extent that any insofar as such loss, claim, damage, expense, liability or liability claim arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, “Indemnified Party”) shall promptly notify the indemnifying party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability which it may have to such Indemnified Party except to the extent that it has been prejudiced in any material respect by such failure or relieve such Indemnifying Party from any liability it may otherwise have under this Section 6 otherwise. Such Indemnified Party shall have the right to any indemnified party. In case employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities or liabilities (or action in respect thereof) claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, expenses, liabilities or liabilities claims (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder or holders from this Agreement and Holders on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holders Holders on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities or liabilities (or actions in respect thereof)claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the holders Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the same terms and conditions to each personCompany, if any, who controls or the Company’s officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (ai) The Subject to applicable law, the Company will indemnify and hold harmless each holder Holder of Registrable Securities (and each affiliate thereof underwriter for such Holder (if any and if retained by the Holder)) being registered, and each person who controls any of Common Stock registered pursuant them within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to this Agreement with the Commissionfull extent lawful, or under any Blue Sky Law or regulation from and against any and all losses, claims, damages, or judgments, expenses and liabilities, joint or severalseveral (including any investigation, legal and other expenses incurred in connection with, and any amount paid in any settlement of, any action, suit or proceeding or any claim asserted), to which such holder they, or any of them, may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, judgments, expenses or liabilities (or actions in respect thereof) arise out of or are based upon an on (A) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement (including any related preliminary prospectus, registration statement, prospectusor definitive Prospectus, or any amendment or supplement theretoto such Registration Statement or Prospectus), or arise out of or are based upon the (B) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading, and will reimburse each such holder and affiliate for or (C) any legal violation by the Company of the Act, the Exchange Act, any Blue Sky Laws or other expenses reasonably incurred by such holder any rule or regulation thereunder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliateregistration; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, judgment, expense or liability arises out of or from and is based upon an untrue statement or alleged on a material untrue statement or omission or alleged material untrue statement or omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon on and in conformity with written information furnished in writing to the Company by any such holder Holder, underwriter or controlling person expressly for use therein. (b) in such Registration Statement. Each holder Holder of Common Stock registered pursuant to this Agreement Registrable Securities will indemnify and hold harmless the Company Company, each other Holder of Registrable Securities and each person who controls any of them within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, judgments, expenses and liabilities, joint or liabilities several, to which the Company they, or any of them, may become subject, subject under the Act, the Exchange Act or otherwiseother federal or state statutory law or regulation, at common law or otherwise insofar as such losses, claims, damages, or judgments, expenses and liabilities (or actions in respect thereof) arise out solely by reason of or are based upon an a material untrue statement or alleged untrue statement of a material fact contained omission made in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim reliance on and in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice conformity with information furnished in writing to the indemnified partyCompany by such Holder for use in such Registration Statement. After notice from The obligations of any Holder under this clause (i) shall be limited to the indemnifying party net proceeds to such indemnified party Holder of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior Registrable Securities sold pursuant to the assumption by Registration Statement to which the indemnifying partyloss, unless such expenses have been specifically authorized in writing by the indemnifying partyclaim, the indemnifying party has failed to assume the defense and employ counseldamage, judgment, expense or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partyliability relates. (dii) If the indemnification provided for in this Section 8 clause (i) above for any reason is held by a court of competent jurisdiction to be unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, judgments, expenses or liabilities (or action in respect thereof) referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, judgments, expenses or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. Iffault, howeverif any, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders other selling Holders in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses or liabilities (or actions in respect thereof)liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the selling Holders shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder selling Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company Company, the Holders, and the holders underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(dclause (ii) were determined (e) determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding sentence. The obligations of the Company any Holder under this Section 8 clause (ii) are several, not joint, and shall be limited to an amount equal to the net proceeds to such Holder of Registrable Securities sold pursuant to the Registration Statement to which the loss, claim, damage, judgment expense or liability relates. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (iii) If any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any indemnified party with respect to which indemnity may be sought against the indemnifying party pursuant to this Section 12(f), such indemnified party shall promptly notify the indemnified party in writing and the indemnifying party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to such indemnified party and the indemnifying party shall be responsible for the payment of all fees and expenses; provided, however, that the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party (except to the extent that the indemnifying party is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such failure). An indemnified party shall have the right to employ separate counsel in any such action or 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 unless (1) the indemnifying party agrees in writing to pay such fees and expenses, (2) the indemnifying party has failed promptly to assume the defense and employ counsel satisfactory to the indemnified party or (3) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified party and the indemnifying party and such indemnified party shall have been advised in writing by its counsel that representation of it and the indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation has been proposed) due to actual or potential differing interests between them (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party). It is understood that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions 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 (in addition to any liability that local counsel) at any time for such indemnified parties which firm shall be designated in writing by the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder Holders of Warrants within the meaning a majority in interest of the ActRegistrable Securities on behalf of the Holders of all of the Registrable Securities, and that all such fees and expenses shall be reimbursed as they are incurred. The obligations indemnifying party shall not be liable for any settlement of any such action effected without the written consent of the holders of Common Stock under this Section 8 indemnifying party (which shall not be in addition to any liability that such holders may otherwise have and shall extendunreasonably withheld), upon but if settled with the same terms and conditions to each person, if any, who controls the Company within the meaning written consent of the Actindemnifying party, or if there is a final judgment with respect thereto, the indemnifying party agrees to indemnify and hold harmless each indemnified party from and against any loss or liability by reason of such settlement or judgment. The indemnifying party shall not, without the prior written consent of each indemnified party affected thereby, effect any settlement of any pending or threatened proceeding in which such indemnified party has sought indemnity hereunder, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such action, claim, litigation or proceeding.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Initial Purchaser, each Holder, each person, if any, who controls any Initial Purchaser or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Controlling Person”) and each affiliate thereof the respective officers, directors, partners, employees, representatives and agents of Common Stock registered pursuant to this Agreement with the CommissionInitial Purchasers, the Holders or under any Blue Sky Law or regulation Controlling Person (each, an “Indemnified Party”), from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities, joint or several, to any actions in respect thereof (including the reasonable cost of investigation) which such holder Indemnified Party may incur or become subject to under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectusShelf Registration Statement or Prospectus, registration statement, prospectusincluding any document incorporated by reference therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, and will reimburse each such holder and affiliate the Company shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by such holder them in connection with investigating or defending any such loss, damage, expense, liability, claim or action or claim regardless of the negligence of any such holder or affiliatein respect thereof; provided, however, that the Company shall not be liable in any such case to the extent that (i) insofar as any such loss, claim, damage, expense, liability, claim or liability action arises out of or is based upon an any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of an Initial Purchaser or Holder to the Company expressly for use therein, including without limitation all information, to the extent provided by such Holder, regarding such Holder and its affiliates included in a Notice and Questionnaire provided by such Holder to the Company, and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectusprospectus relating to a Shelf Registration Statement, registration statement or prospectus, or the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such amendment losses, damages, expenses, liabilities, claims or supplement theretoactions purchased the Registrable Securities concerned, in reliance upon and in conformity with written information furnished to the Company extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such holder expressly for use thereinloss, damage, expense, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors, officers, employees, representatives, agents and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) from and against any lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to which the Company may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability, claim or liabilities (or actions in respect thereof) arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus, including any document incorporated by reference therein, or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectusincluding without limitation all information, to the extent provided by such Holder, regarding such Holder and its affiliates included in a Notice and Questionnaire provided by such Holder to the Company, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information; and, subject to the limitation set forth immediately preceding this clause, each Holder shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, damage, expense, liability, claim or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, “Indemnified Party”) shall promptly notify the indemnifying party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability that which it may otherwise have to any indemnified partysuch Indemnified Party or otherwise unless materially prejudiced thereby. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within a reasonable amount of time following the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least forty-five (45) days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities, claims or liabilities (or action in respect thereof) actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, or liabilities (expenses, liabilities, claims or actions in respect thereof(i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder Holders or holders from this Agreement and the Initial Purchasers on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holders Holders or the Initial Purchasers on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities, claims or liabilities (or actions in respect thereof)actions, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders or the Initial Purchasers on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders or the Initial Purchasers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company, the Holders and the holders Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or Initial Purchaser or any person controlling any Holder or Initial Purchaser, or the same terms and conditions to each personCompany, if any, who controls or the Company’s officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law or regulation against any losses, claims, damages, or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any losses, claims, damages, or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, inin each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such holder expressly for use therein. (c) Promptly after receipt by an indemnified party under Sections 8(a) or (b) above of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified party. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party.be (d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determineddetermined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to above in this subsection (e). Except as provided in Section 8(c), the amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigation or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section 8(d) to the contrary, no holder shall be liable for any amount, in the (e) The obligations of the Company under this Section 8 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.

Indemnification; Contribution. (a) The Company will shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each holder Holder in any offering or sale of Registrable Common Shares, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Common Shares, and each affiliate thereof Person, if any, who controls such Holder or such underwriter within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act and their respective directors, or under any Blue Sky Law or regulation trustees, officers, partners, agents, employees and affiliates against any all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or liabilitiesdelayed) (collectively, joint “Losses”) incurred by such party pursuant to any actual or severalthreatened action, to which such holder may become subject under the Act suit, proceeding or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise investigation arising out of or are based upon an upon: (i) any untrue statement or alleged untrue statement of a material fact contained in in, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary prospectus, registration statement, prospectus, Prospectus or any amendment or supplement theretoto any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon the (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to state therein a material fact required such Holder furnished in writing to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred Company by such holder Holder or its counsel expressly for use therein, (B) the use of any Prospectus after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (C) the use of any Prospectus after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with investigating or defending any such action or claim regardless registration. Notwithstanding the foregoing provisions of the negligence of any such holder or affiliate; providedthis Section 8(a), however, that the Company shall not be liable in to any such case Holder or underwriter or to any other indemnified party under the extent indemnity agreement in this Section 8(a) for any Losses that any such loss, claim, damage, or liability arises arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration Prospectus if either: (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or prospectus, alleged untrue statement or any such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement thereto, in reliance upon and in conformity with written information furnished 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 as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by any such holder expressly for use thereinHolder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Common Shares by such indemnified party. (b) Each holder of Common Stock registered In connection with any Registration Statement filed pursuant to this Agreement will Agreement, each Holder of Registrable Common Shares to be covered thereby shall, severally and not jointly with any other Holders, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Common Shares and each Person, if any, who controls the Company against any losses, claims, damages, or liabilities to which such underwriter within the Company may become subject, under meaning of Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act, insofar as and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such lossesparty pursuant to any actual action, claimssuit, damages, proceeding or liabilities (or actions in respect thereof) arise investigation arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectusin, or any amendment or supplement thereto, or arise out of or are based upon the 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 or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, inbut only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 11(b) with respect to any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Registrable Common Shares of such Holder under such Registration Statement. (c) Promptly Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by an such indemnified party under Sections 8(a) or (b) above 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 shallmay claim indemnification or contribution pursuant to this Agreement, if a claim in respect thereof is provided that failure to be made against give such notification shall not affect the obligations of the indemnifying party under either such subsection, notify pursuant to this Section 11 except to the indemnifying party in writing of the commencement thereof; but the omission so to notify extent the indemnifying party shall not relieve it from any liability that it may otherwise have to any indemnified partybeen 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 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 thereof by notice in writing thereof, with counsel reasonably satisfactory to the such indemnified party. After , 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 either of such subsections for any legal expenses of other counsel or any other expenseexpenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to investigation, unless in the assumption by the indemnifying reasonable judgment of any indemnified party, unless such expenses have been specifically authorized in writing by based on the indemnifying partyopinion of counsel, a conflict of interest is likely to exist between the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation and any other of such indemnified party and parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Common Shares who are indemnified parties, selected by the same Holders of 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 would be inappropriate due to actual for the underwriters in an Underwritten Offering or potential differing interests between them(iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of which cases a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Common Shares who are indemnified parties, selected by the Holders of 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 will be paid 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 any 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 8 11 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) hereunder in respect of to any losses, claims, damages, or liabilities (or action in respect thereof) referred to thereinLosses, then each the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) Losses in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company indemnifying party and the holders indemnified party in connection with the statement or omissions that actions which resulted in such losses, claims, damages, or liabilities (or actions in respect thereof)Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Registrable Common Shares of the Holder under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the any action in question, including any untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been made by, or relates to information supplied by the Company by, such indemnifying party or the holder indemnified party, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionaction. The Company 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 11(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 holders meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 8(d11(d) were determineddetermined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 11(d). If indemnification is available under this Section 11, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 11(a) or 11(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 11(d). (e) The obligations provisions of the Company under this Section 8 11 shall be in addition to any liability that the Company which any indemnifying party may otherwise have to any indemnified party and shall extend, upon survive the same terms termination of this Agreement. (f) The indemnification and conditions, to each person, if any, who controls any holder of Warrants within the meaning contribution required by this Section 11 shall be made by periodic payments of the Act. The obligations amount thereof during the course of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have action, suit, proceeding or investigation, as and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Actwhen invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company will indemnify and hold harmless each holder and each affiliate thereof of Common Warrant Stock registered pursuant to this Agreement with the Commission, or under any Blue Sky Law blue sky law or regulation regulation, against any losses, claims, damages, damages or liabilities, joint or several, to which such holder may become subject under the Act or otherwise, insofar as but only to the extent that such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliateclaim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement theretodocument, in reliance upon and in conformity with written information furnished to the Company by any such holder expressly for use therein. (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and hold harmless the Company against any and all losses, claims, damages, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, inin each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any such document, in reliance upon and in conformity with written information furnished to the Company by such holder expressly for use therein, or in a document to be filed with the Commission or any state securities commission. (c) Promptly after receipt by an indemnified party under Sections 8(asubsections (a) or (b) above of this Section 16 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability that which it may otherwise have to any indemnified partyparty otherwise than under either of such subsections. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof thereof, the indemnifying party shall be entitled to assume the defense thereof by notice in writing to the indemnified party. After receipt of written notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expenseexpenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them, in each of which cases the fees of counsel for the indemnified party will be paid by the indemnifying party. (d) If the indemnification provided for in this Section 8 16 is unavailable or insufficient to hold harmless an indemnified party under Section 8(asubsection (a) or 8(b(b) above in respect of any losses, claims, damages, damages or liabilities (or action actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Warrant Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable lawlaw or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the holders in connection with the statement statements or omissions that which resulted in such losses, claims, damages, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the holder and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 8(dsubparagraph (d) were determineddetermined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subparagraph (d). Except as provided in subparagraph (c) of this Section 16, the amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subparagraph (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this subparagraph (d) to the contrary, no holder shall be liable for any amount, in the aggregate, in excess of the net proceeds to such holder from the sale of such holder’s shares (obtained upon exercise of Warrants) giving rise to such losses, claims, damages or liabilities. (e) The obligations of the Company under this Section 8 16 shall be in addition to any liability that which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be at law or in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Actequity.

Indemnification; Contribution. (a) The Company will indemnify agrees to indemnify, defend and hold harmless each holder Holder and each affiliate thereof person who controls any Holder within the meaning of Common Stock registered pursuant to this Agreement with Section 15 of the CommissionSecurities Act or Section 20 of the Exchange Act (each, or under any Blue Sky Law or regulation a "Holder Indemnified Party"), from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities, joint or several, to claim (including the reasonable cost of investigation) which such holder Holder Indemnified Party may become subject incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, prospectus, Shelf Registration Statement or Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in, or omitted from, and in conformity with information furnished in writing by or on behalf of any Holder to the Company expressly for use therein; provided, however, that as to any preliminary prospectus, this indemnity agreement shall not inure to the benefit of any Holder Indemnified Party on account of any loss, claim, damage, liability or action arising from the sale of the Registrable Securities sold pursuant to the Shelf Registration Statement to any person by such Holder Indemnified Party if (i) that Holder Indemnified Party failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act (other than as a result of a failure by the Company to deliver copies of the Prospectus to such Holder Indemnified Party) and (ii) the untrue statement or alleged untrue statement of a material fact or omission or alleged omission made to state a material fact in any such preliminary prospectus, registration statement prospectus was corrected in the Prospectus or prospectus, a supplement or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to as the Company by any such holder expressly for use thereincase may be. (b) Each holder of Common Stock registered pursuant Holder, severally and not jointly, agrees to this Agreement will indemnify indemnify, defend and hold harmless the Company, its directors and officers and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Party") from and against any lossesloss, claimsdamage, damagesexpense, liability or liabilities to claim (including the reasonable cost of investigation) which the such Company Indemnified Party may become subject, incur under the Securities Act, the Exchange Act or otherwise, insofar as such lossesloss, claimsdamage, damagesexpense, liability or liabilities (or actions in respect thereof) arise claim arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of such Holder to the Company expressly for use in any Shelf Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise arises out of or are is based upon the any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements therein not misleading, inor arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which they were made, not misleading, in connection with such information. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under Sections 8(aIf any action, suit or proceeding (each, a "Proceeding") is brought against any person in respect of which indemnity may be sought pursuant to either subsection (a) or (b) above of the commencement of any actionthis Section 6, such indemnified party shall, if a claim in respect thereof is to be made against person (the indemnifying party under either such subsection, "Indemnified Party") shall promptly notify the indemnifying party person against whom such indemnity may be sought (the "Indemnifying Party") in writing of the commencement thereofinstitution of such Proceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability that which it may otherwise have to any indemnified partysuch Indemnified Party or otherwise. In case Such Indemnified Party shall have the right to employ its own counsel in any such action case, but the fees and expenses of such counsel shall be brought against any indemnified party and it at the expense of such Indemnified Party unless the employment of such counsel shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to assume the defense thereof by notice have been authorized in writing to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expense, in each case subsequently incurred by such indemnified party, Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within 30 days of the receipt of notice thereof other or such Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more defenses available to it that are different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the right to direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than reasonable costs one separate counsel in any one Proceeding or series of investigation incurred related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 75 Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have reimbursed such Indemnified Party in accordance with such request prior to the assumption date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least 30 days' prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by the indemnifying partysuch Indemnified Party, unless such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party has failed to assume the defense and employ counsel, or the named parties to any such action include both the indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the representation settlement includes an unconditional release of such indemnified party Indemnified Party from all liability on claims that are the subject matter of such Proceeding and the indemnifying party does not include an admission of fault, culpability or a failure to act, by the same counsel would be inappropriate due to actual or potential differing interests between them, in each on behalf of which cases the fees of counsel for the indemnified party will be paid by the indemnifying partysuch Indemnified Party. (d) If the indemnification provided for in this Section 8 6 is unavailable or insufficient to hold harmless an indemnified party Indemnified Party under subsections (a) and (b) of this Section 8(a) or 8(b) 6 in respect of any losses, claims, damages, expenses, liabilities or liabilities (or action in respect thereof) claims referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such losses, claims, damages, expenses, liabilities or liabilities claims (or actions in respect thereofi) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder or holders from this Agreement and Holders on the other hand from the offering of the shares of Common Stock. If, however, Registrable Securities or (ii) if the allocation provided by the immediately preceding sentence clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holders Holders on the other in connection with the statement statements or omissions that which resulted in such losses, claims, damages, expenses, liabilities or liabilities (or actions in respect thereof)claims, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the holder Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any Proceeding. (e) The Company and the holders Holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 6 were determined (e) The obligations determined by pro rata allocation or by any other method of allocation which does not take account of the Company under equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 8 6, no Holder shall be required to contribute any amount in addition excess of the amount by which the total price at which the Registrable Securities sold by it were offered to the public exceeds the amount of any liability that the Company may damages which it has otherwise have and shall extend, upon the same terms and conditions, been required to each person, if any, who controls any holder pay by reason of Warrants such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' respective obligations of the holders of Common Stock under to contribute pursuant to this Section 8 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability that such holders may otherwise have indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall extendremain operative and in full force and effect regardless of (i) any termination of this Agreement, upon (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the same terms and conditions to each personCompany, if any, who controls or the Company's officers or directors or any person controlling the Company within and (iii) the meaning sale of the Actany Registrable Security by any Holder.