Common use of Indemnification for Vicarious Liability Clause in Contracts

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold each Investor who may be deemed to control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Indemnified Parties, of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or as a result of any action taken or omitted to be taken by them as a director, stockholder, representative or controlling person of the Company, without regard to any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Loss arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation of any Law or Laws by an Indemnified Party, as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction. (b) If the indemnification provided for in Section 6.2(a) above for any reason (other than for any reason specified in items (A), (B), and (C) of the proviso in Section 6.2(a)) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses referred to therein, then the Company, 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 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Indemnified Parties, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Indemnified Parties in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company’s securities, the relative benefits received by the Company and the Indemnified Parties shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnified Parties, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Indemnified Parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Indemnified Parties and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company and the Indemnified Parties agrees that it would not be just and equitable if contribution pursuant to this Section 6.2(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company’s securities, in no event shall an Investor be required to contribute any amount under this Section 6.2(b) in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investor, or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for in this Section 6.2 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, partner, member, employee, agent or controlling person of the Indemnified Parties. The provisions of this Section 6.2 are in addition to and shall supplement those set forth in any other agreement between the Company and the Indemnified Parties. Notwithstanding anything to the contrary herein, the Company agrees to pay and hold the Investors harmless against liability for payment of all reasonable fees and disbursement of counsel in connection with the enforcement, amendment, modification or waiver of this Agreement and the agreements, documents and instruments contemplated and executed pursuant hereto.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold each the Investor who may be deemed to control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Indemnified Parties, of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or as a result of any action taken or omitted to be taken by them as a director, stockholder, representative or controlling person of the Company, without regard to any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Loss arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation of any Law or Laws by an Indemnified Party, as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction. (b) If the indemnification provided for in Section 6.2(a) above for any reason (other than for any reason specified in items (A), (B), and (C) of the proviso in Section 6.2(a)) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses referred to therein, then the Company, 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 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Indemnified Parties, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Indemnified Parties in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company’s securities, the relative benefits received by the Company and the Indemnified Parties shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnified Parties, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Indemnified Parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Indemnified Parties and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company and the Indemnified Parties agrees that it would not be just and equitable if contribution pursuant to this Section 6.2(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company’s securities, in no event shall an the Investor be required to contribute any amount under this Section 6.2(b) in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such the Investor, or (ii) the proceeds received by such the Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for in this Section 6.2 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, partner, member, employee, agent or controlling person of the Indemnified Parties. The provisions of this Section 6.2 are in addition to and shall supplement those set forth in any other agreement between the Company and the Indemnified Parties. Notwithstanding anything to the contrary herein, the Company agrees to pay and hold the Investors Investor harmless against liability for payment of all reasonable fees and disbursement of counsel in connection with the enforcement, amendment, modification or waiver of this Agreement and the agreements, documents and instruments contemplated and executed pursuant hereto.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this AgreementAgreement but except with respect to matters governed by Section 8.2 hereof, the Company agrees to defend, indemnify and hold each Investor who may be deemed to control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their affiliates and their respective its direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” "Indemnitees" and each individually, individually an “Indemnified Party”"Indemnitee") harmless from and against any [Stock Purchase and Redemption Agreement] and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities liabilities, and other reasonable costs and expenses, expenses (including, without limitation, interest, penalties and any investigation, reasonable legal and other expenses expenses) incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Indemnified Parties, of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered asserted by any such Indemnified Partythird party or governmental agency based on so-called control person liability, including, without limitation, in their capacity as connection with any such third party or as a result of governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by them any Indemnitee as a director, stockholder, representative director or controlling person of the CompanyCompany (including, without regard to the extent not covered by the Rights Agreement, any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”otherwise, which relates directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto); PROVIDED, including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, howeverHOWEVER, that the Company will not be liable to the extent that such Loss loss, claim, damage, obligation, lien, assessment, judgment, fine, cost, expense or liability arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party Indemnitee specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation of any Law or Laws the federal securities laws by an Indemnified PartyIndemnitee, as finally determined by a court of competent jurisdiction or the arbitrator selected pursuant to Section 10.7 hereof; (C) a fraudulent act an Indemnitee's gross negligence or omission by the Indemnified Party willful misconduct as finally determined by the arbitrator selected pursuant to Section 10.7 hereof; or (D) where an Indemnitee did not act in good faith and in a court manner in the best interests of competent jurisdictionthe Company or, with respect to a criminal matter, the Indemnitee's conduct was unlawful, in each case as finally determined by the arbitrator selected pursuant to Section 10.7 hereof; and PROVIDED FURTHER, HOWEVER, that the Company shall have no indemnification liability to the extent prohibited by law, including, without limitation, the General Corporation Laws of Delaware. (b) If the indemnification provided for in Section 6.2(a8.3(a) above for any reason (other than for any reason specified in items (A), (B), and (C) of the proviso in Section 6.2(a)) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party Indemnitee in respect of any Losses losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying such Indemnified Party Indemnitee thereunder, shall contribute to the amount paid or payable by such Indemnified Party Indemnitee as a result of such Losses losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Indemnified PartiesInvestors, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Indemnified Parties Investors in connection with the action or inaction which resulted in such Losseslosses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. In connection with any registration of the Company’s securities, the relative benefits received by the Company and the Indemnified Parties shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnified Parties, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Indemnified Parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Indemnified Parties and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company and the Indemnified Parties Investors agrees that it would not be just and equitable if contribution pursuant to this Section 6.2(b8.3(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company’s securities, in no event shall an Investor be required to contribute any amount under this Section 6.2(b) in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investor, or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be [Stock Purchase and Redemption Agreement] entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for in this Section 6.2 8.3 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties Indemnitees or any officer, director, partner, member, employee, agent or controlling person of the Indemnified PartiesIndemnitees. The Company shall have the right to select counsel for the defense, subject to the consent of a majority-in-interest of the Indemnitees, which consent shall not be unreasonably withheld. If the Company assumes such defense in accordance with the preceding sentence, it shall have the right, with the consent of a majority-in-interest of the Indemnitees, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the Company's obligation to indemnify such Indemnitees therefor will be fully satisfied by payment of money by the Company and the settlement includes a complete release of such Indemnitees. The Company shall provide such Indemnitees that information regarding the status of the claim that is reasonably requested by such Indemnitees. Notwithstanding anything herein stated, such Indemnitees shall at all times have the right to reasonably participate in such defense at its own expense directly or through counsel; PROVIDED, HOWEVER, if the named parties to the action or proceeding include both the Company and the Indemnitees and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnitees shall be paid by the Company to the extent indemnification is required hereunder. If no such notice of intent to dispute and defend is given by the Company, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnitees shall, at the expense of the Company, undertake the defense of (with counsel selected by such Indemnitees), and shall have the right to compromise or settle, such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the Company, then such Indemnitees shall make available all information and assistance that the Company may reasonably request and shall cooperate with the Company in such defense. (d) The provisions of this Section 6.2 8.3 are in addition to and shall supplement those set forth in any other agreement between the Company and the Indemnified Parties. Notwithstanding anything Rights Agreement. (e) Except with respect to the contrary hereinmatters governed by Section 8.2 hereof, the Company agrees to pay and hold the Investors harmless against liability for payment of all reasonable fees and disbursement disbursements of counsel in connection with the enforcement, amendment, modification or waiver of this Agreement and the agreements, documents and instruments contemplated hereby and executed pursuant hereto.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this AgreementSubject to Section 7.2 hereof, the Company agrees shall, to defendthe full extent permitted by law, and in addition to any such rights that the Investors and persons serving as officers, directors, partners, employees or agents of each Investor (individually an "Indemnified Party" and collectively the "Indemnified Parties") may have pursuant to statute, the Company's Certificate of Incorporation or By-laws, or otherwise, indemnify and hold harmless each Investor (including its respective directors, officers, partners, employees and agents, an "Indemnified Investor") and each person (a "Controlling Person" and collectively with Indemnified Investors, the "Indemnified Parties") who may be deemed to control the Company controls any of them within the meaning of Section 15 of the Securities Act Act, or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligationsexpenses and liabilities, liensjoint or several, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and including any investigation, legal and other expenses incurred in connection withwith the investigation, defense, settlement or appeal of, and any amount paid in settlement of, any action, suit or proceeding or any claim assertedasserted ("Losses" or "Loss"), as the same are actually incurred to which they, or any of them, may become subject by the Indemnified Parties, reason of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or status as a result of any action taken or omitted to be taken by them as a security holder, creditor, director, stockholderagent, representative or controlling person of the Company, (including, without regard to limitation, any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”otherwise, which relates directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Loss arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing . The indemnification and willful violation contribution provided for in this Section 6.1 will remain in full force and effect regardless of any Law investigation made by or Laws by an Indemnified Party, as finally determined by a court on behalf of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court Parties or any officer, director, employee, agent or Controlling Person of competent jurisdiction. (b) the Indemnified Parties. If the indemnification provided for in this Section 6.2(a) above 6.1 is for any reason (other than for any reason specified in items (A), (B), and (C) of the proviso in Section 6.2(a)) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses referred to therein, then the Company, 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 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Investor relating to such Indemnified Parties, Party or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Investor relating to such Indemnified Parties Party in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company’s 's securities, the relative benefits received by the Company and the Indemnified Parties Investors shall be deemed to be in the same respective proportions that as the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnified PartiesInvestors, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Indemnified Parties Investors 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 and or the Indemnified Parties Investors and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the The Company and the Indemnified Parties agrees Investors agree that it would not be just and equitable if contribution pursuant to this Section 6.2(b) the foregoing paragraph were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the any registration of the Company’s 's securities, in no event shall an Investor be required to contribute any amount under this Section 6.2(b) 6.1 in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investor, Investors or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for in this Section 6.2 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, partner, member, employee, agent or controlling person of the Indemnified Parties. The provisions of this Section 6.2 are in addition to and shall supplement those set forth in any other agreement between the Company and the Indemnified Parties. Notwithstanding anything to the contrary herein, the Company agrees to pay and hold the Investors harmless against liability for payment of all reasonable fees and disbursement of counsel in connection with the enforcement, amendment, modification or waiver of this Agreement and the agreements, documents and instruments contemplated and executed pursuant hereto.

Indemnification for Vicarious Liability. (ai) Without limitation of any other provision of this AgreementIn connection with each Public Offering, the Company agrees to shall defend, indemnify and hold each Investor Member, its Affiliates and their respective direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees and agents and each person who may be deemed to control the Company controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives Act (collectively, the “Indemnified Parties” and each individually, an “Indemnified PartyCovered Persons”) harmless from and against any and all damages, liabilities, losses, claims, damages, obligations, liens, assessments, judgmentstaxes, fines, liabilities and other penalties, diminution in value, reasonable costs and expenses, expenses (including, without limitation, interestreasonable fees of a single counsel representing all the Covered Persons or, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as if the representation of all the Covered Persons by the same are actually incurred by counsel would be inappropriate under applicable standards of professional conduct, then as many counsel as may be needed under such standards of professional conduct to represent all of the Indemnified Parties, Covered Persons) of any kind or nature whatsoever (collectively including all amounts paid in investigation, defense or settlement of the foregoing and consequential damages) (“Losses”) which may be sustained or suffered by any such Indemnified PartyCovered Person based upon, in their capacity as relating to, arising out of, or by reason of any third party or governmental claims against such Covered Person based upon such Covered Person’s status as a result of any action taken or omitted to be taken by them as a directormember, stockholder, representative creditor or controlling person of the Company, without regard to Company (including any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to any Covered Person to the extent that such Loss arises Losses arise from and is are based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, Covered Person or (B) conduct by such Covered Person which is found to constitute fraud or willful misconduct in a knowing and willful violation of any Law or Laws by an Indemnified Partynonappealable, as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction.final judgment (bii) If the indemnification provided for in this Section 6.2(a4.8(c) above for any reason (other than for any reason specified in items (A), (B), and (C) of the proviso in Section 6.2(a)) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party a Covered Person in respect of any Losses referred to thereinherein, then the Company, in lieu of indemnifying such Indemnified Party thereunderCovered Person hereunder, shall contribute to the amount paid or payable by such Indemnified Party Covered Person as a result of such Losses (iA) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Indemnified PartiesMembers, or (iiB) if the allocation provided by clause (iA) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (iA) above but also the relative fault of the Company and the Indemnified Parties Covered Person in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company’s securities, the relative benefits received by the Company and the Indemnified Parties shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnified Parties, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Indemnified Parties Covered Person 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 and the Indemnified Parties Covered Person and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company and the Indemnified Parties Members agrees that it would not be just and equitable if contribution pursuant to this Section 6.2(b4.5(c) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the foregoing equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company’s securities, in no event shall an Investor be required to contribute any amount under this Section 6.2(b) in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investor, or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentationconsiderations. (c) The indemnification and contribution provided for in this Section 6.2 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, partner, member, employee, agent or controlling person of the Indemnified Parties. The provisions of this Section 6.2 are in addition to and shall supplement those set forth in any other agreement between the Company and the Indemnified Parties. Notwithstanding anything to the contrary herein, the Company agrees to pay and hold the Investors harmless against liability for payment of all reasonable fees and disbursement of counsel in connection with the enforcement, amendment, modification or waiver of this Agreement and the agreements, documents and instruments contemplated and executed pursuant hereto.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this AgreementSubject to Section 7.2 hereof, the Company agrees shall, to defendthe full extent permitted by law, and in addition to any such rights that the Investors and persons serving as officers, directors, partners, employees or agents of each Investor may have pursuant to statute, the Company's Amended and Restated Certificate of Incorporation or By-laws, or otherwise, indemnify and hold harmless each Investor (including its respective directors, officers, partners, employees and agents, an "Indemnified Investor") and each person (a "Controlling Person") (collectively with the Indemnified Investors, the "Indemnified Parties" and individually an "Indemnified Party") who may be deemed to control the Company controls any of them within the meaning of Section 15 of the Securities Act Act, or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligationsexpenses and liabilities, liensjoint or several, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and including any investigation, legal and other expenses incurred in connection withwith the investigation, defense, settlement or appeal of, and any amount paid in settlement of, any action, suit or proceeding or any claim assertedasserted ("Losses" or "Loss"), as the same are actually incurred to which they, or any of them, may become subject by the Indemnified Parties, reason of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or status as a result of any action taken or omitted to be taken by them as a security holder, creditor, director, stockholderagent, representative or controlling person of the CompanyCompany (including, without regard to limitation, any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”otherwise, which relates directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or any of its subsidiaries or to any fiduciary obligation owed with respect thereto), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Loss arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing . The indemnification and willful violation contribution provided for in this Section 6.1 will remain in full force and effect regardless of any Law investigation made by or Laws by an Indemnified Party, as finally determined by a court on behalf of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court Parties or any officer, director, employee, agent or Controlling Person of competent jurisdiction. (b) the Indemnified Parties. If the indemnification provided for in this Section 6.2(a) above 6.1 is for any reason (other than for any reason specified in items (A), (B), and (C) of the proviso in Section 6.2(a)) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses referred to therein, then the Company, 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 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Investor relating to such Indemnified Parties, Party or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Investor relating to such Indemnified Parties Party in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company’s 's securities, the relative benefits received by the Company and the Indemnified Parties Investors shall be deemed to be in the same respective proportions that as the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnified PartiesInvestors, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Indemnified Parties Investors 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 and or the Indemnified Parties Investors and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the The Company and the Indemnified Parties agrees Investors agree that it would not be just and equitable if contribution pursuant to this Section 6.2(b) the foregoing paragraph were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the any registration of the Company’s 's securities, in no event shall an Investor be required to contribute any amount under this Section 6.2(b) 6.1 in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investor, Investors or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for in this Section 6.2 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, partner, member, employee, agent or controlling person of the Indemnified Parties. The provisions of this Section 6.2 are in addition to and shall supplement those set forth in any other agreement between the Company and the Indemnified Parties. Notwithstanding anything to the contrary herein, the Company agrees to pay and hold the Investors harmless against liability for payment of all reasonable fees and disbursement of counsel in connection with the enforcement, amendment, modification or waiver of this Agreement and the agreements, documents and instruments contemplated and executed pursuant hereto.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this Agreement, the The Company agrees to shall defend, indemnify and hold each Investor Securityholder, their respective Affiliates and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees and agents and each person who may be deemed to control the Company controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange ActAct of 1934, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives as amended (collectively, the “Indemnified Parties” and each individually, an “Indemnified PartyCovered Persons”) harmless from and against any and all damages, liabilities, losses, claims, damages, obligations, liens, assessments, judgmentstaxes, fines, liabilities and other penalties, diminution in value, reasonable costs and expenses, expenses (including, without limitation, interestreasonable fees of a single counsel representing all the Covered Persons or, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as if the representations of all the Covered Persons by the same are actually incurred by counsel would be inappropriate under applicable standards of professional conduct, then as many counsel as may be needed under such standards of professional conduct to represent all of the Indemnified Parties, Covered Persons) of any kind or nature whatsoever (collectively whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing and consequential damages) (“Losses”) which may be sustained or suffered by any such Indemnified PartyCovered Person based upon, in their capacity as relating to, arising out of, or by reason of any third party or governmental claims relating to such Covered Person’s status as a result of any action taken or omitted to be taken by them as a directorsecurity holder, stockholder, representative creditor or controlling person of the CompanyCompany (including, without regard to limitation, any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto), including, without limitation, in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Covered Person as security holder, creditor or controlling person, including claims alleging so-so called control person liability or securities law liability; provided, however, that the Company will not be liable to any Covered Person to the extent that such Loss arises Losses arise from and is are based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereofCovered Person, or (B) conduct by such Covered Person which is found to be fraud or willful misconduct in a knowing and willful violation of any Law or Laws by an Indemnified Partynon appealable, as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction. (b) final judgment. If the indemnification provided for in this Section 6.2(a) 6.17 above for any reason (other than for any reason specified in items (A), (B), and (C) of the proviso in Section 6.2(a)) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party a Covered Person in respect of any Losses referred to thereinherein, then the Company, in lieu of indemnifying such Indemnified Party thereunderCovered Person hereunder, shall contribute to the amount paid or payable by such Indemnified Party Covered Person as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Indemnified PartiesSecurityholders, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, law in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Indemnified Parties Covered Person in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company’s securities, the relative benefits received by the Company and the Indemnified Parties shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnified Parties, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Indemnified Parties Covered Person 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 and the Indemnified Parties Covered Person and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company and the Indemnified Parties Securityholders agrees that it would not be just and equitable if contribution pursuant to this Section 6.2(b) 6.17 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company’s securities, in no event shall an Investor be required to contribute any amount under this Section 6.2(b) in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investor, or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for in this Section 6.2 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, partner, member, employee, agent or controlling person of the Indemnified Parties. The provisions of this Section 6.2 are in addition to and shall supplement those set forth in any other agreement between the Company and the Indemnified Parties. Notwithstanding anything to the contrary herein, the Company agrees to pay and hold the Investors harmless against liability for payment of all reasonable fees and disbursement of counsel in connection with the enforcement, amendment, modification or waiver of this Agreement and the agreements, documents and instruments contemplated and executed pursuant hereto.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold each Investor who may be deemed to control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActInvestor, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Parties” "INDEMNIFIED PARTIES" and each individually, an “Indemnified Party”"INDEMNIFIED PARTY") harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Indemnified Parties, of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or as a result of any action taken or omitted to be taken by them as a director, stockholder, representative or controlling person of the Company, without regard to any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”)"LAWS", including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liabilityliability ("INDEMNIFIABLE CLAIMS"); providedPROVIDED, howeverHOWEVER, that the Company will not be liable to the extent that such Loss loss, claim, damage, expense or liability arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation of any Law or Laws by an Indemnified Party, Party as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction. (b) If the indemnification provided for in Section 6.2(a) above for any reason (other than for any reason specified in items (A), (B), and (C) of the proviso in Section 6.2(a)) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses losses, claims, damages, expenses or liabilities referred to therein, then the Company, 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 losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Indemnified PartiesInvestors, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Indemnified Parties Investors in connection with the action or inaction which resulted in such Losseslosses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. In connection with any registration of the Company’s 's securities, the relative benefits received by the Company and the Indemnified Parties Investors shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnified PartiesInvestors, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Indemnified Parties Investors 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 and the Indemnified Parties Investors and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company and the Indemnified Parties Investors agrees that it would not be just and equitable if contribution pursuant to this Section 6.2(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company’s 's securities, in no event shall an Investor be required to contribute any amount under this Section 6.2(b) in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investor, or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) Promptly after receipt by an Indemnified Party of any Indemnifiable Claim, the Indemnified Party shall give notice thereof in writing to the Company: PROVIDED, HOWEVER, the failure to give such notice shall not relieve the Company from its obligations under this Section 6.2 except to the extent that the Company shall have been materially and adversely prejudiced as a result of the failure or delay in giving such notice. In any proceeding involving an Indemnifiable Claim, the Company shall control the defense thereof; PROVIDED that, the Indemnified Party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the Company shall pay as incurred the fees and expenses of the counsel retained by the Indemnified Party in the event that (i) the Company and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Company and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise which (i) includes an admission of fault of the Indemnified Party or (ii) does not include, as an unconditional term thereof, the full release of the Indemnified Party from all liability in respect of such Indemnifiable Claim, which release shall be in form and substance reasonably satisfactory to the Indemnified Party. (d) The indemnification and contribution provided for in this Section 6.2 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, partner, member, employee, agent or controlling person of the Indemnified Parties. The provisions of this Section 6.2 are in addition to and shall supplement those set forth in any other agreement between the Company and the Indemnified Parties. Investors. (e) Notwithstanding anything to the contrary herein, the Company agrees to pay and hold the Investors harmless against liability for payment of all reasonable fees and disbursement of counsel in connection with the enforcement, amendment, modification or waiver of this Agreement and the agreements, documents and instruments contemplated and executed pursuant hereto.

Indemnification for Vicarious Liability. (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold each Investor the Investors who may be deemed to control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Indemnified Parties, of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or as a result of any action taken or omitted to be taken by them as a director, stockholder, representative or controlling person of the Company, without regard to any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”), including, without limitation, any third party or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable to the extent that such Loss arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation of any Law or Laws by an Indemnified Party, as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction. (b) If the indemnification provided for in Section 6.2(a) above for any reason (other than for any reason specified in items (A), (B), and (C) of the proviso in Section 6.2(a)) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses referred to therein, then the Company, 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 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Indemnified Parties, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Indemnified Parties in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company’s securities, the relative benefits received by the Company and the Indemnified Parties shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnified Parties, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Indemnified Parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Indemnified Parties and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company and the Indemnified Parties agrees that it would not be just and equitable if contribution pursuant to this Section 6.2(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company’s securities, in no event shall an Investor be required to contribute any amount under this Section 6.2(b) in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such an Investor, or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. (c) The indemnification and contribution provided for in this Section 6.2 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, partner, member, employee, agent or controlling person of the Indemnified Parties. The provisions of this Section 6.2 are in addition to and shall supplement those set forth in any other agreement between the Company and the Indemnified Parties. Notwithstanding anything to the contrary herein, the Company agrees to pay and hold the Investors such Investor harmless against liability for payment of all reasonable fees and disbursement of counsel in connection with the enforcement, amendment, modification or waiver of this Agreement and the agreements, documents and instruments contemplated and executed pursuant hereto.

Indemnification for Vicarious Liability. The Company shall, to the full extent permitted by law, and in addition to any such rights which any Indemnified Party (aas defined herein) Without limitation of any other provision of this Agreementmay have pursuant to statute, the Company agrees to defendCompany's Charter or By-laws, or otherwise, indemnify and hold harmless each Investor (including its respective directors, officers, partners, beneficiaries, stockholders, employees, investment advisors and agents, each an "Indemnified Investor") and each person (a "Controlling Person" and collectively with Indemnified Investors, the "Indemnified Parties") who may be deemed to control the Company controls any of them within the meaning of Section 15 of the Securities Act Act, or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), their affiliates and their respective direct and indirect partners, members, stockholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) harmless from and against any and all losses, claims, damages, obligationsexpenses and liabilities, liensjoint or several, assessments, judgments, fines, liabilities and other costs and expenses, including, without limitation, interest, penalties and including any investigation, legal and other expenses incurred in connection withwith the investigation, defense, settlement or appeal of, and any amount paid in settlement of, any action, suit or proceeding or any claim assertedasserted ("Losses" or "Loss"), as the same are actually incurred to which they, or any of them, may become subject by the Indemnified Parties, reason of any kind or nature whatsoever (collectively “Losses”) which may be sustained or suffered by any such Indemnified Party, in their capacity as or status as a result of any action taken or omitted to be taken by them as a securityholder, creditor, director, stockholderagent, representative or controlling person of the Company, (including, without regard to limitation, any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with third party or governmental claims and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise (“Laws”)otherwise, including, without limitation, any third party which relates directly or governmental claim alleging so-called control person liability or securities law liability; provided, however, that the Company will not be liable indirectly to the extent that such Loss arises from and is based on (A) an untrue statement registration, purchase, sale or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use in the preparation thereof, (B) a knowing and willful violation ownership of any Law or Laws by an Indemnified Party, as finally determined by a court of competent jurisdiction or (C) a fraudulent act or omission by the Indemnified Party as finally determined by a court of competent jurisdiction. (b) If the indemnification provided for in Section 6.2(a) above for any reason (other than for any reason specified in items (A), (B), and (C) of the proviso in Section 6.2(a)) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party in respect of any Losses referred to therein, then the Company, 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 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Indemnified Parties, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault securities of the Company and the Indemnified Parties in connection or to any fiduciary obligation owed with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. In connection with any registration of the Company’s securities, the relative benefits received by the Company and the Indemnified Parties shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Indemnified Parties, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault of the Company and the Indemnified Parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Indemnified Parties and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of the Company and the Indemnified Parties agrees that it would not be just and equitable if contribution pursuant to this Section 6.2(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. In connection with the registration of the Company’s securities, in no event shall an Investor be required to contribute any amount under this Section 6.2(b) in excess of the lesser of (i) that proportion of the total of such Losses indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Investor, or (ii) the proceeds received by such Investor from its sale of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentationrespect thereto). (c) The indemnification and contribution provided for in this Section 6.2 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties or any officer, director, partner, member, employee, agent or controlling person of the Indemnified Parties. The provisions of this Section 6.2 are in addition to and shall supplement those set forth in any other agreement between the Company and the Indemnified Parties. Notwithstanding anything to the contrary herein, the Company agrees to pay and hold the Investors harmless against liability for payment of all reasonable fees and disbursement of counsel in connection with the enforcement, amendment, modification or waiver of this Agreement and the agreements, documents and instruments contemplated and executed pursuant hereto.