Common use of Indemnification of Company Clause in Contracts

Indemnification of Company. The Manager will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.

Indemnification of Company. The Manager Underwriter will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager the Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at Statement, or in any timePreliminary Prospectus, any Statutory Prospectus as of any timeProspectus, the Prospectus (Prospectus, any “road show” as amended or supplemented if defined in Rule 433(h) of the Company shall have furnished any amendments or supplements thereto) Act or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Manager Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished or on behalf of the Manager: the name Underwriter consists of the Manager contained in the first paragraph statements set forth under the heading “Plan of Distribution” Underwriting”: (x) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus Supplementand the Prospectus constitute the only information furnished in writing by or on behalf of the Underwriter for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwiseexpense, insofar as such losses, claims, damages or liabilities (or actions and reasonable counsel fees and disbursements incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging (i) a wrongful act or deed of the Distributor or any of its employees or sales representatives, or (ii) that the Registration Statement, Prospectuses, Statements of Additional Information, shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement statements or alleged untrue statement or omission or alleged omission was omissions were made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor. In no case (i) is the name indemnity of the Manager Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance or bad faith in the performance of its duties or by reason of its failure to exercise due care in rendering its services and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this section with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account on its indemnity agreement contained in this section. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants, whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Company's Shares.

Indemnification of Company. The Manager will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of information concerning the Manager contained in the first paragraph and the fifteenth paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.

Indemnification of Company. The Manager will Each Purchaser will, severally and not jointly, indemnify and hold harmless each of the CompanyIssuers, the Guarantors, each of its trust managers their respective directors, managers, and each of its officers who signs a Registration Statement their respective officers, and each person, if any, who controls the Company such Issuer or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuers by such Purchaser through the Manager Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus furnished on behalf of the ManagerPreliminary and Final Offering Circular: the name of the Manager contained in the first ninth paragraph under the heading caption “Plan of Distribution” in ”; provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Issuers’ failure to perform their obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of Company and its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any such Manager Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeand Preliminary Prospectus, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto) or , any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus; or (ii) with respect to the Registration Statement, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or, with respect to the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading; and will reimburse any legal or other out-of-pocket expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement, and Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, in the preparation thereof. The Company and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood the Underwriters acknowledge and agreed agree that the only such information furnished by the Manager consists of the following information in the Prospectus or to be furnished on behalf of each Underwriter to the Manager: the name Company for inclusion in any part of the Manager contained in Registration Statement, the Preliminary Prospectus and the Prospectus consists of the first paragraph under the sub-heading “Plan Commissions and Discounts,” the first, second and third paragraphs under the sub-heading “Price Stabilizations, Short Positions”, the first and second paragraph under the sub-heading “Electronic Distribution,” the first paragraph under the sub-heading “Conflicts of DistributionInterest” and the first, second and third paragraphs under the sub-heading “Other Relationships” under the caption “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus Supplementand the Prospectus.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of its trust managers their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Manager Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of the Managereach Underwriter: the name of the Manager contained concession and reallowance figures appearing in the first third paragraph under the heading caption “Plan Underwriting (Conflicts of Distribution” Interest)”; the statement of market making with respect to the Underwriters in the Prospectus Supplementsecond sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”; and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, and (each, a an “Manager Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished Final Prospectus, any amendments or supplements thereto) Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information concession and reallowance figures appearing in the fifth paragraph under the caption “Underwriting.” in the Final Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementeach Underwriter.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a the Registration Statement Statement, directors, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, Securities Act or the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at as of any time, any Statutory Prospectus as of any time, the Final Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Preliminary Prospectus and Final Prospectus furnished on behalf of the Managereach Underwriter: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement[ ].

Indemnification of Company. The Manager Subject to the provisions of this Section 4.7, each Purchaser severally and not jointly with the other Purchasers, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand its directors, a “Manager Indemnified Party”)officers, against shareholders, members, partners, employees and agents harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which such Manager Indemnified Party may become subjectany breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchaser in this Agreement. If any action shall be brought against the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify such Purchaser in writing, and the Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required to be stated therein or necessary to make conflict on any material issue between the statements therein not misleadingposition of the Company and the position of such Purchaser, in each which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Such Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any of the Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omissionagreements made by the Company in this Agreement, or any (iii) in an amount in excess of such alleged untrue statement or omission as Purchaser’s gain upon such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists Purchaser’s sale of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementCommon Stock and/or Warrant Shares acquired pursuant to this Agreement.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless the Company, the Guarantors, each of its trust managers their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing ProspectusCommunication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary Offering Circular and Final Offering Circular furnished on behalf of the Managereach Purchaser: the name of the Manager information contained in the first thirteenth full paragraph under the heading caption “Plan of Distribution” ”, in respect with stabilizing and other transactions, and the Prospectus Supplementsecond sentence of the eleventh full paragraph under the caption “Plan of Distribution”, in respect with market making by the Purchasers; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of its trust managers their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter through the Manager Representatives consists of the following information in the General Disclosure Package and the Final Prospectus furnished on behalf of the Managereach Underwriter: the name of the Manager contained concession and reallowance figures appearing in the first third paragraph under the heading caption “Plan Underwriting (Conflicts of Distribution” Interest)”; the statement of market making with respect to the Underwriters in the Prospectus Supplementthird sentence of the fifth paragraph under the caption “Underwriting (Conflicts of Interest);” and the description of stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids appearing in the ninth paragraph under the caption “Underwriting (Conflicts of Interest).”

Indemnification of Company. The Manager Subject to the provisions of this Section 6(f), each Purchaser, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and its directors, officers, shareholders, partners, members, employees and agents (each, a “Manager Indemnified Company Party”)) harmless from any and all losses, against any lossesliabilities, obligations, claims, damages or liabilities to which contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Manager Indemnified Company Party may become subjectsuffer or incur as a result of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by such Purchaser in this Agreement or (ii) any action instituted against the Company, or any Company Party or their respective Affiliates, by any stockholder of the Company or other person, with respect to any of the transactions contemplated by this Agreement if such action is based upon a breach of the representation, warranties or covenants of such Purchaser under the Act, the Exchange Act, other Federal this Agreement or any violation by such Purchaser of state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions federal securities laws. If any action shall be brought against any Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the applicable Purchaser in writing, and such Purchaser shall have the right to assume the defense thereof with counsel of its own choosing. Any Company Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company Party except to the extent that (A) arise out the employment thereof has been specifically authorized by such Purchaser in writing; (B) such Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel reasonably acceptable to such Company Party or are based upon any untrue statement or alleged untrue statement (C) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material fact contained in issue between the position of such Purchaser and the position of such Company Party. No Purchaser will be liable to any part of the Registration Statement at Company Party under this Agreement (I) for any timesettlement by a Company Party effected without such Purchaser’s prior written consent, any Statutory Prospectus as of any timewhich shall not be unreasonably withheld, the Prospectus conditioned or delayed; or (as amended or supplemented if the Company shall have furnished any amendments or supplements theretoII) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any Company Party’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished agreements made by the Manager consists of the following information Company in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementthis Agreement.

Indemnification of Company. The Manager will indemnify and hold harmless the Company, each of its trust managers directors who signs a Registration Statement and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing ProspectusProspectus or any Non-Prospectus Road Show or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name last sentence of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement. The Company and the Manager acknowledge that no information has been furnished to the Company by the Manager for use in any Non-Prospectus Road Show.

Indemnification of Company. The Manager will Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or Final Prospectus, any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: (i) the Manager: the name of the Manager contained concession and reallowance figures appearing in the first fourth paragraph under the heading caption “Plan Underwriting”; (ii) the sixth paragraph under the caption “Underwriting” regarding sales to accounts over which the Underwriters exercise discretionary authority; (iii) the thirteenth and fourteenth paragraphs under the caption “Underwriting” regarding the services provided by and investments of Distributionthe Underwriters and their affiliates; (iv) the fifteenth paragraph under the Caption ‘Underwriting” in regarding stabilizing transactions, over-allotment transactions and penalty bids; and (iv) the Prospectus Supplementseventeenth paragraph under the caption “Underwriting” regarding electronic distributions.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Final Prospectus, or any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Final Prospectus furnished on behalf of the Managereach Underwriter: the name of concession and reallowance figures appearing in the Manager fourth paragraph under the caption “Underwriting” and the information relating to stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids contained in the first paragraph paragraphs under the heading caption “Plan of Distribution” in the Prospectus SupplementUnderwriting—Price Stabilization, Short Positions and Penalty Bids.”

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or Final Prospectus, any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Final Prospectus furnished on behalf of the Managereach Underwriter: the name of the Manager contained concession figure appearing in the first 5th paragraph under the heading caption “Plan of DistributionUnderwriting” in and the Prospectus Supplement12th, 13th and 14th paragraphs under the caption “Underwriting” regarding price stabilization, short positions and penalty bids.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.7, Purchaser will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand its directors, a “Manager Indemnified Party”)officers, against shareholders, members, partners, employees and agents harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which such Manager Indemnified Party may become subjectany breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchaser in this Agreement. If any action shall be brought against the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify Purchaser in writing, and the Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required to be stated therein or necessary to make conflict on any material issue between the statements therein not misleadingposition of the Company and the position of Purchaser, in each which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any of the Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omissionagreements made by the Company in this Agreement, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists (iii) in an amount in excess of Purchaser’s gain upon Purchaser’s sale of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementCommon Stock and/or Warrant Shares acquired pursuant to this Agreement.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Securities under the Securities Laws, the Warrantholder will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a have signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director or otherwiseofficer for any legal or other expenses reasonably incurred by them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact act contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any timeStatement, the Prospectus (as amended prospectus or supplemented if the Company shall have furnished any amendments or supplements thereto) preliminary prospectus or any Issuer Free Writing Prospectusamendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically Warrantholder expressly for use therein; PROVIDED, HOWEVER, that the Warrantholder's obligations hereunder shall be limited to an amount equal to the proceeds received by the Warrantholder on account of the Registrable Securities sold in such registration. Promptly after receipt of notice of the commencement of any action in respect or which indemnity may be sought against the Warrantholder, the Company will notify the Warrantholder in writing of the commencement thereof, and will reimburse any legal or other the Warrantholder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses reasonably incurred by insofar as such Manager Indemnified Party action shall relate to the alleged liability in connection with investigating or defending respect of which indemnity may be sought against the Warrantholder. The Company and each such director and officer shall have the right to employ separate counsel in any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Warrantholder unless employment of such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon counsel and payment of such fees and expenses by the Warrantholder has been specifically authorized by the Warrantholder. The Warrantholder shall not be liable to indemnify any person for any settlement of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that action effected without the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementWarrantholder's written consent.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of its trust managers their respective directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company or the such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary and Final Offering Circular furnished on behalf of the Managereach Purchaser: the name of the Manager contained in the first paragraph under the heading caption “Plan of Distribution” in the Prospectus Supplementparagraphs 21 and 22.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Company Indemnified Party”), ) against any and all losses, claims, damages or liabilities to which such Manager Company Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any timeStatement, the Statutory Prospectus, the Final Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by any Underwriter through the Manager Representative specifically for use therein, and will reimburse each Company Indemnified Party for any documented legal or other expenses reasonably incurred by such Manager Company Indemnified Party in connection with investigating investigating, defending or defending preparing to defend against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Final Prospectus furnished on behalf of the Managereach Underwriter: the name of paragraphs related to open market purchases and sales and the Manager contained in the first paragraph related to purchases to cover short positions and stabilization under the heading caption “Plan of DistributionUnderwriting.” The foregoing indemnity agreement is in the Prospectus Supplementaddition to any liability that any Underwriter may otherwise have.

Indemnification of Company. The Manager In the event that the Company registers any of the Warrant Stock under the Securities Act, the Holder will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Holder expressly for use therein. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against the Holder, the Company will notify the Holder in writing of the commencement thereof, and the Holder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against the Holder. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Holder unless representation of the Company by the Manager specifically for use therein, counsel retained by the Holder would be inappropriate due to actual or potential differing interests between such indemnified party and will reimburse any legal or other expenses reasonably incurred party represented by such Manager Indemnified Party counsel in connection with investigating such proceeding or defending against employment of such counsel has been specifically authorized by the Holder. The Holder shall not be liable to indemnify any person for any settlement of any such lossaction effected without the Holder’s consent, claimwhich consent shall not be unreasonably withheld, damage, liability, conditioned or delayed. The failure to deliver written notice to the Holder within a reasonable time of the commencement of any such action, litigationif prejudicial to its ability to defend such action, investigation or proceeding whatsoever (whether or shall relieve the Holder of liability to the Company under this Section 6.4 to the extent of such prejudice, but the omission so to deliver written notice to the Holder will not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon relieve it of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, liability that it being understood and agreed that may have to the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph Company otherwise than under the heading “Plan of Distribution” in the Prospectus Supplementthis Section 6.4.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, each of its trust managers the Guarantors and each of its officers who signs a Registration Statement their respective directors, officers, employees, agents and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary Offering Circular and the Final Offering Circular furnished on behalf of the Managereach Purchaser: the name third paragraph, the second sentence of the Manager contained in eighth paragraph, the first sentence of the ninth paragraph, the tenth paragraph, the third sentence of the thirteenth paragraph, the fourteenth paragraph and the third and fourth sentences of the fifteenth paragraph, in each case under the heading caption “Plan of Distribution” in ”; provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager will Agent agrees, in the same manner and to the same extent as set forth in Section 6.1 above, to indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement the Company's and each personCompany's employees, accountants, attorneys, and agents (the "Company's Indemnitees") with respect to (a) any statement in or omission from the Offering Documents or any amendment or supplement thereto or any application or other document filed in any state or jurisdiction in order to qualify the Securities under the Blue Sky or securities laws thereof, or any information furnished pursuant to Section 2.2 hereof, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by the Manager Agent on its behalf specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating the preparation thereof or defending against supplement thereto, or (b) any untrue statement of a material fact made by Agent or its agents not based on statements in the Offering Documents or authorized in writing by the Company, or with respect to any misleading statement made by Agent or its agents resulting from the omission of material facts which misleading statement is not based upon the Offering Documents, or information furnished in writing by the Company or, (c) any breach of any representation, warranty, or covenant made by Agent in this Agreement. Agent's liability hereunder shall be limited to the amount received by it for acting as Agent in connection with the Offerings. Agent shall not be liable for amounts paid in settlement of any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not litigation if such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists settlement was effected without its consent. In case of the following information commencement of any action in respect of which indemnity may be sought from Agent, the Company's Indemnitees shall have the same obligation to give notice as set forth in Section 6.1 above, subject to the same loss of indemnity in the Prospectus furnished on behalf event such notice is not given, and Agent shall have the same right to participate in (and, to the extent that it shall wish, to direct) the defense of such action at its own expense, but such defense shall be conducted by counsel of recognized standing reasonably satisfactory to the Manager: Company. Agent agrees to notify the name Company's Indemnitees and, at their request, to provide copies of all pleadings therein and to permit the Manager contained in Company's Indemnitees to be observers therein and apprise them of all the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementdevelopments therein, all at Agent's expense.

Indemnification of Company. The Manager (a) In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such Holder expressly for use therein; provided, and will reimburse any legal or other expenses reasonably incurred however, that such Holder's obligations hereunder shall be limited to an amount equal to the proceeds received by such Manager Indemnified Party Holder sold in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementregistration.

Indemnification of Company. The Manager Each Underwriter, severally and not jointly, will indemnify and hold harmless the Transaction Entities, the Company, each of its trust managers and each of its officers who signs a Registration Statement ’s directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act signs a registration statement and each Controlling Person (each, a “Manager Company Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager the Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or any Section 5(d) Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph third and tenth paragraphs under the heading caption “Plan of DistributionUnderwriting” in the Prospectus SupplementProspectus.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), to which such Manager Indemnified Party they or any of them may become subjectsubject under Applicable Securities Laws, under and, except as hereinafter provided, will reimburse the ActCompany and each such director, the Exchange Actofficer or controlling person for any legal or other expenses reasonably incurred by them or any of them, other Federal as such expenses are incurred, in connection with investigating or state statutory law defending any actions whether or regulation or otherwisenot resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such Holder, expressly for use therein; provided, however, that such Holder’s obligations hereunder shall be limited to an amount equal to the net proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and will reimburse such Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The Company and each such director, officer or controlling person shall have the right to employ separate counsel in any legal such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or controlling person by counsel retained by or on the behalf of such Holder would be inappropriate due to conflicts of interest between any such person and any other expenses reasonably incurred party represented by such Manager Indemnified Party counsel in connection with investigating such proceeding or defending against action, in which case such Holder shall pay, as incurred, the fees and expenses of such separate counsel. Notwithstanding the two preceding sentences, if the action is one in which the Company may be obligated to indemnify any Holder of Registrable Shares pursuant to Section 2.5(a), the Company shall have the right to assume the defense of such action, subject to the right of such Holders to participate therein as permitted by Section 2.5(a). Such Holder shall not be liable to indemnify any person for any settlement of any such lossaction effected without such Holder’s consent (which consent shall not be unreasonably withheld). Such Holder shall not, claim, damage, liability, action, litigation, investigation or proceeding whatsoever except with the approval of the Company (whether or which approval shall not such Manager Indemnified Party is a party theretobe unreasonably withheld), whether threatened consent to entry of any judgment or commenced, based upon enter into any such untrue statement or omission, or any such alleged untrue statement or omission settlement that does not include as such expenses are incurred, it being understood and agreed that an unconditional term thereof the only such information furnished giving by the Manager consists claimant or plaintiff to the party being so indemnified of the following information a release from all liability in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementrespect to such claim or litigation.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwiseexpense, insofar as such lossesand reasonable counsel fees and disbursements incurred in connection therewith), claimsincluding claims of third parties, damages or liabilities (or actions in respect thereof) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging (i) a wrongful act or deed of the Distributor or any of its employees or sales representatives, or (ii) that the Registration Statement, Prospectuses, Statements of Additional Information, shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement statements or alleged untrue statement or omission or alleged omission was omissions were made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor. In no case (i) is the name indemnity of the Manager Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance or bad faith in the performance of its duties or by reason of its failure to exercise due care in rendering its services and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this section with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account on its indemnity agreement contained in this section. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants, whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Company's Shares.

Indemnification of Company. The Manager In the event that ADA-ES registers any of the Registrable Shares under the Securities Act, Arch Coal will indemnify and hold harmless the CompanyADA-ES, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company ADA-ES within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse ADA-ES and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company ADA-ES in connection therewith by the Manager specifically Arch Coal expressly for use therein; provided, however, that Arch Coal's obligations hereunder shall be limited to an amount equal to the proceeds received by Arch Coal for the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against Arch Coal, ADA-ES shall notify Arch Coal in writing of the commencement thereof (provided, that failure to so notify Arch Coal shall not relieve Arch Coal from any liability it may have hereunder, except to the extent prejudiced by such failure), and Arch Coal shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to ADA-ES) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against Arch Coal. ADA-ES and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel subsequent to any assumption of the defense by Arch Coal shall not be at the expense of Arch Coal unless employment of such counsel has been specifically authorized in writing by Arch Coal. Arch Coal shall not be liable to indemnify any person for any settlement of any such action effected without Arch Coal's written consent (which consent shall not be unreasonably withheld or delayed). In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which ADA-ES, its officers, directors or controlling persons ("ADA-ES Indemnitees") exercising its rights under this Article III, makes a claim for indemnification pursuant to this Section 3.05, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 3.05 provides for indemnification, in such case, then, ADA-ES Indemnitee and Arch Coal will reimburse any legal contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of ADA-ES Indemnitee on the one hand and of the Arch Coal on the other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of ADA-ES Indemnitee on the one hand and of Arch Coal on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by ADA-ES Indemnitee on the one hand or by Arch Coal on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as such expenses are incurredcase, it being understood and agreed that the only such information furnished by the Manager consists (A) Arch Coal will not be required to contribute any amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Prospectus furnished on behalf meaning of Section 11(f) of the Manager: the name Securities Act) will be entitled to contribution from any person or entity who was not guilty of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch fraudulent misrepresentation.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.9(b), each Purchaser, severally and not jointly with the other Purchasers, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachharmless from any and all losses, a “Manager Indemnified Party”)liabilities, against any lossesobligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which (a) any breach of any of the representations and warranties set forth in Sections 3.2(a)-(e) by such Manager Indemnified Party may become subject, under Purchaser. If any action shall be brought against the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify such Purchaser in writing, and such Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Company except to the extent that (i) the employment thereof has been specifically authorized by such Purchaser in writing, (ii) such Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required conflict on any material issue between the position of the Company and the position of such Purchaser. A Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the Company effected without the such Purchaser's prior written consent, which shall not be stated therein unreasonably withheld or necessary to make the statements therein not misleading, in each case delayed; or (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to the Company's breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished agreements made by the Manager consists Company in this Agreement or in the other Transaction Documents. In no event shall the liability of any Purchaser hereunder be greater in amount than the dollar amount of the following information in net proceeds received by such Purchaser upon the Prospectus furnished on behalf sale of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch Purchaser's Securities.

Indemnification of Company. The Manager Underwriter will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at Statement, or in any timePreliminary Prospectus, any Statutory Prospectus as of any timeProspectus, the Prospectus (Prospectus, any “road show” as amended or supplemented if defined in Rule 433(h) of the Company shall have furnished any amendments or supplements thereto) Act or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Manager Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished or on behalf of the Manager: the name Underwriter consists of the Manager contained in the first paragraph statements set forth under the heading “Plan of Distribution” Underwriting”: (x) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus Supplementand the Prospectus constitute the only information furnished in writing by or on behalf of the Underwriter for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of Company. The Manager Placement Agent covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its Directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Securities Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions expense and reasonable counsel fees incurred in respect thereofconnection therewith) arise out of or are based upon the Securities Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Units, and alleging a wrongful act of the Placement Agent or any of its employees or alleging that the registration statement, prospectus, Member reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Placement Agent. In no case (i) is the name indemnity of the Manager Placement Agent in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Placement Agent to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Placement Agent in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Placement Agent of any claim shall not relieve the Placement Agent from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Placement Agent shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Placement Agent elects to assume the defense, the defense shall be conducted by counsel chosen by the Placement Agent and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Placement Agent elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Placement Agent does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Placement Agent agrees to notify the Company promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Company's Units.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, each of its trust managers the Guarantors and each of its officers who signs a Registration Statement their respective directors, officers, employees, agents and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager such Purchaser through Credit Suisse specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary Offering Circular and the Final Offering Circular furnished on behalf of the Managereach Purchaser: the name third paragraph, the second sentence of the Manager contained in eighth paragraph, the first sentence of the ninth paragraph, the tenth paragraph, the third sentence of the thirteenth paragraph, the fourteenth paragraph and the third and fourth sentences of the fifteenth paragraph, in each case under the heading caption “Plan of Distribution” in ”; provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Distributor covenants and --------------------------- agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its Directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions expense and reasonable counsel fees incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor. In no case (i) is the name indemnity of the Manager Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Company's Shares.

Indemnification of Company. The Manager Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”an "UNDERWRITER INDEMNIFIED PARTY"), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement Statements at any time, any Statutory Prospectus Prospectuses as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Final Prospectuses or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph second, ninth, tenth and twelfth paragraphs under the heading “Plan of Distribution” "Underwriting" in the Prospectus SupplementStatutory Prospectuses at the Applicable Time and the Final Prospectuses.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of its trust managers their respective directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager such Purchaser through Credit Suisse specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus furnished on behalf Preliminary and Final Offering Circular: the third, ninth, tenth and eleventh paragraphs and the first, second and fourth sentences of the Manager: the name of the Manager contained in the first sixteenth paragraph under the heading caption “Plan of Distribution” in ”; provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its Directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions expense and reasonable counsel fees incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of Distributor. In no case (i) is the Manager specifically for use thereinindemnity of Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify Distributor of any claim shall not relieve Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any legal counsel retained by them. Distributor agrees to notify the Company promptly of the commencement of any litigation or other expenses reasonably incurred by such Manager Indemnified Party proceedings against it or any of its officers in connection with investigating or defending against the issue and sale of any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementCompany’s Shares.

Indemnification of Company. The Manager Underwriter will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager the Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at Statement, or in any timePreliminary Prospectus, any Statutory Prospectus as of any timeProspectus, the Prospectus (Prospectus, any “road show” as amended or supplemented if the Company shall have furnished any amendments or supplements theretodefined in Rule 433(h) or any Issuer Free Writing ProspectusWritten Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Manager Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager the Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager the Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished or on behalf of the Manager: the name Underwriter consists of the Manager contained in the first paragraph statements set forth under the heading “Plan of Distribution” Underwriting”: (x) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus Supplementand the Prospectus constitute the only information furnished in writing by or on behalf of the Underwriter for inclusion in the documents referred to in the foregoing indemnity.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of its trust managers their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus furnished on behalf of the ManagerPreliminary and Final Offering Circular: the name of the Manager contained in the third (first paragraph and second sentences), eighth (second and third sentences), ninth (including bullet points) and tenth paragraphs under the heading caption “Plan of Distribution” in the Prospectus SupplementPreliminary Offering Circular and the Final Offering Circular; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Wedbush will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Agent Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at or any timeamendment thereof, the General Disclosure Package, any Statutory Prospectus as of issuer free writing prospectus, any timeCompany information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectusamendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager Wedbush specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by Wedbush specifically for inclusion in the Manager Registration Statement, the General Disclosure Package, the Prospectus or any issuer free writing prospectus consists of (i) the following information name, “Wedbush PacGrow Life Sciences” on the cover page of the Prospectus Supplement, (ii) the 2.0% commission set forth on the cover of the Prospectus and in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” section of the Prospectus and (iii) the information contained in the Prospectus Supplementlast sentence of the first paragraph of the “Plan of Distribution” section of the Prospectus.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, each of its trust managers directors and each of its respective officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing ProspectusCommunication (including, without limitation, any Supplemental Marketing Material) or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary and Final Offering Circular furnished on behalf of the Managereach Purchaser: the name of the Manager contained in the first paragraph under the heading caption “Plan of Distribution,” in paragraph 3 (concerning the Prospectus Supplementterms of the offering by the Purchasers), sentence 2 of paragraph 14 (concerning market-making by the Purchasers) and paragraph 15 (concerning over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids by the Purchasers); provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager In the event of a registration of any of -------------------------- the Registrable Shares under the Securities Act pursuant hereto each seller of such Registrable Shares thereunder, severally and not jointly will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 the Securities Act, each officer of the Act or Section 20 Company who signs the registration statement, each director of the Exchange Act (eachCompany, a “Manager Indemnified Party”)each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against any all losses, claims, damages or liabilities liabilities, joint or several, as and when incurred, to which the Company or such Manager Indemnified Party officer, director, underwriter or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, registration statement under which such Registrable Shares were registered under the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Securities Act pursuant hereto or any Issuer Free Writing Prospectuspreliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action, provided, that such seller will be liable hereunder in any such case to the extent, but if and only to the extentextent that any such loss, that such claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information pertaining to such seller, as such, furnished in writing to the Company by the Manager such seller specifically for use thereinin such registration statement or prospectus, and will reimburse any legal or other expenses reasonably incurred provided, that the liability of each seller hereunder shall be limited to the proceeds received by such Manager Indemnified Party seller from the sale of Registrable Shares covered by such registration statement. Notwithstanding the foregoing, the indemnity provided in connection with investigating or defending against this Section 9.2 shall ----------- not apply to amounts paid in settlement of any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not expense if such Manager Indemnified Party settlement is a party thereto), whether threatened or commenced, based upon any effected without the consent of such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementindemnified party.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, (each, a an “Manager Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement, the ADS Registration Statement at any timeStatement, any Statutory Prospectus as of any timeProspectus, the Prospectus (as amended General Disclosure Package, the Final Prospectus, or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto) , or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Prospectus Registration Statement, the General Disclosure Package and the Final Prospectus, as the case may be, furnished on behalf of the Managereach Underwriter: the name names of the Manager contained Underwriters and the concession figure appearing in the first [third] paragraph under the heading caption “Plan of DistributionUnderwriting” in (the Prospectus Supplement“Underwriter Information”).

Indemnification of Company. The Manager In the event that the Company registers any of the Warrant Stock under the Securities Act, the Holder will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically Holder expressly for use therein. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against the Holder, the Company will notify the Holder in writing of the commencement thereof, and will reimburse any legal the Holder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against the Holder. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Manager Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Holder unless employment of such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon counsel has been specifically authorized by the Holder. The Holder shall not be liable to indemnify any person for any settlement of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that action effected without the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementHolder’s consent.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers directors and officers, each underwriter of its officers who signs a Registration Statement the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Act or Section 20 Securities Act, each other holder and each of the Exchange Act (each, a “Manager Indemnified Party”), their directors and officers from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares, expressly for use therein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Manager Indemnified Party holder of Registrable Shares. Notwithstanding the two preceding sentences, if the action is one in connection with investigating or defending against which the Company may be obligated to indemnify any holder of Registrable Shares pursuant to Section 2.5, the Company shall have the right to assume the defense of such action, subject to the right of such holders to participate therein as permitted by Section 2.5. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such lossaction effected without such holder's consent. Such holder shall not, claimexcept with the approval of the Company, damage, liability, action, litigation, investigation consent to entry of any judgment or proceeding whatsoever (whether or enter into any settlement that does not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission include as such expenses are incurred, it being understood and agreed that an unconditional term thereof the only such information furnished giving by the Manager consists claimant or plaintiff to the party being so indemnified of the following information a release from all liability in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementrespect to such claim or litigation.

Indemnification of Company. The Manager In the event that the Company registers any of your Shares under the Securities Act, you will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically you in your capacity as a selling stockholder and not otherwise, expressly for use thereintherein provided in such capacity, provided however, that your maximum liability hereunder shall be equal to the amount received by you from the sale of your Shares pursuant to the registration statement. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against you, the Company will notify you in writing of the commencement thereof, and will reimburse any legal you shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against you. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Manager Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at your expense unless employment of such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon counsel has been specifically authorized by you. You shall not be liable to indemnify any person for any settlement of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementaction effected without your consent.

Indemnification of Company. The Manager Underwriter will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party the Company may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement at any timeStatement, the Base Prospectus, any Statutory Prospectus as of any timepreliminary prospectus, the Prospectus (as amended General Disclosure Package or supplemented if the Company shall have furnished Prospectus, or any amendments amendment or supplements supplement thereto) , or any Issuer Free Writing ProspectusProspectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Base Prospectus, any preliminary prospectus, the General Disclosure Package or the Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurredUnderwriter Information, it being understood and agreed that the only such information furnished to the Company by the Manager consists of the following information in the Prospectus furnished or on behalf of the ManagerUnderwriter that shall constitute “Underwriter Information” for the purposes of this Agreement consists of the following: the name of the Manager contained information in the first paragraph fourteenth, fifteenth and sixteenth paragraphs under the heading “Plan of DistributionUnderwriting–Price Stabilization and Short Positions” in the Prospectus SupplementGeneral Disclosure Package and the Prospectus; and the Underwriter 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.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, (each, a an “Manager Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement, the ADS Registration Statement at any timeStatement, any Statutory Prospectus as of any timeProspectus, the Prospectus (as amended Final Prospectus, or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto) , or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Prospectus Registration Statement, the General Disclosure Package and the Final Prospectus, as the case may be, furnished on behalf of the Managereach Underwriter: the name names of the Manager contained Underwriters and the concession figure appearing in the first [third] paragraph under the heading caption “Plan of DistributionUnderwriting” in (the Prospectus Supplement“Underwriter Information”).

Indemnification of Company. The Manager Wedbush will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Agent Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at or any timeamendment thereof, the General Disclosure Package, any Statutory Prospectus as of issuer free writing prospectus, any timeCompany information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectusamendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager Wedbush specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by Wedbush specifically for inclusion in the Manager Registration Statement, the General Disclosure Package, the Prospectus or any issuer free writing prospectus consists of the following information name, “Wedbush PacGrow Life Sciences” on the cover page of the Prospectus Supplement and the 4.5% commission set forth on the cover of the Prospectus and in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in section of the Prospectus SupplementProspectus.

Indemnification of Company. The Manager In the event that the Company registers -------------------------- any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares expressly for use therein; provided, however, that -------- ------- such holder's obligations hereunder shall be limited to an amount equal to the proceeds received by such holder of Registrable Shares sold in such registration Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof (provided, that failure to so notify such holder shall -------- not relieve such holder from any liability it may have hereunder), and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling Person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof, but the fees and expenses reasonably incurred of such counsel subsequent to any assumption of the defense by such Manager Indemnified Party holder of Registrable Shares shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized in writing by such holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any Person for any settlement of any such action effected without such holder's written consent. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Company exercising its rights under this Article II makes a claim for indemnification pursuant to this Section 2.6, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 2.6 provides for indemnification, in such case, then, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of Registrable Shares on the other in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of the Company on the one hand and of the holder of Registrable Shares on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the holder of Registrable Shares on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as case, (A) no such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists holder will be -------- ------- required to contribute any amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Prospectus furnished on behalf meaning of Section 11(f) of the Manager: the name Securities Act) will be entitled to contribution from any person or entity who was not guilty of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch fraudulent misrepresentation.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of Company and its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any such Manager Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeand Preliminary Prospectus, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto) or , any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus; or (ii) with respect to the Registration Statement, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or, with respect to the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading; and will reimburse any legal or other out-of-pocket expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement, and Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, in the preparation thereof. The Company and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood the Underwriters acknowledge and agreed agree that the only such information furnished by the Manager consists of the following information in the Prospectus or to be furnished on behalf of each Underwriter to the Manager: the name Company for inclusion in any part of the Manager contained in Registration Statement, the Preliminary Prospectus and the Prospectus consists of the first paragraph under the sub-heading “Plan Underwriting Discounts and Expenses”, the first and second paragraphs under the sub-heading “Price Stabilization, Short Positions and Penalty Bids”, the first and second paragraph under the sub-heading “Electronic Distribution,” the first paragraph under the sub-heading “Conflicts of DistributionInterest” and the first, second and third paragraphs under the sub-heading “Other Relationships” under the captions “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus Supplementand “Underwriting” in the Prospectus.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished Final Prospectus, any amendments or supplements thereto) Written Testing-the-Waters Communication, any road show presentation or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: (i) the Manager: [sixth] paragraph on the name cover of the Manager contained Final Prospectus, (ii) the concession and reallowance figures appearing in the first [fifth] paragraph under the heading caption “Plan of DistributionUnderwriting” in and (iii) the Prospectus Supplementparagraph relating to stabilization by the Underwriters under the caption “Short Positions, Stabilization and Penalty Bids.”

Indemnification of Company. The Manager Subject to the provisions of this Section 6(f), each of the Purchasers, severally and not jointly will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and its directors, officers, shareholders, partners, employees and agents (each, a “Manager Indemnified Company Party”)) harmless from any and all losses, against any lossesliabilities, obligations, claims, damages or liabilities to which contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Manager Indemnified Company Party may become subjectsuffer or incur as a result of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement or (ii) any action instituted against the Company, or any Company Party or their respective Affiliates, by any stockholder of the Company, with respect to any of the transactions contemplated by this Agreement if such action is based upon a breach of the representation, warranties or covenants of such Purchaser under the Act, the Exchange Act, other Federal this Agreement or any violation by such Purchaser of state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions federal securities laws. If any action shall be brought against any Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the applicable Purchaser in writing, and such Purchaser shall have the right to assume the defense thereof with counsel of its own choosing. Any Company Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company Party except to the extent that (A) arise out the employment thereof has been specifically authorized by the indemnifying Purchaser in writing; (B) the indemnifying Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or are based upon any untrue statement or alleged untrue statement (C) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material fact contained in any part issue between the position of the Registration Statement at indemnifying Purchaser and the position of such Company Party. The Purchaser will not be liable to any timeCompany Party under this Agreement (I) for any settlement by a Company Party effected without the indemnifying Purchaser’s prior written consent, any Statutory Prospectus as of any timewhich shall not be unreasonably withheld, the Prospectus conditioned or delayed; or (as amended or supplemented if the Company shall have furnished any amendments or supplements theretoII) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any Company Party’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished agreements made by the Manager consists of the following information Company in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementthis Agreement.

Indemnification of Company. The Manager In the event that the Company registers any of the Warrant Stock under the Securities Act, the Holder will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically Holder expressly for use therein. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may-be sought against the Holder, the Company will notify the Holder in writing of the commencement thereof and will reimburse any legal the Holder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against the Holder. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Manager Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Holder unless employment of such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon counsel has been specifically authorized by the Holder. The Holder shall not be liable to indemnify any person for any settlement of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that action effected without the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementHolder's consent.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, each of its trust managers the Guarantors and each of its officers who signs a Registration Statement their respective directors, officers, employees, agents and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary Offering Circular and the Final Offering Circular furnished on behalf of the Managereach Purchaser: the name third paragraph, the second sentence of the Manager contained eighth paragraph, the tenth paragraph, thirteenth paragraph, the fourteenth paragraph and the third and fourth sentences of the fifteenth paragraph, in the first paragraph each case under the heading caption “Plan of Distribution” in ”; provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager will indemnify and hold harmless the Company, each of its trust managers directors who signs a Registration Statement and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory part of the General Disclosure Package, any Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing ProspectusProspectus or any Non-Prospectus Road Show or any amendment or supplement thereto, or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse each Manager Indemnified Party for any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information its legal and marketing name included in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementProspectus.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares expressly for use therein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds received by such holder of Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof (provided, that failure to so notify such holder shall not relieve such holder from any liability it may have hereunder), and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling Person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof, but the fees and expenses reasonably incurred of such counsel subsequent to any assumption of the defense by such Manager Indemnified Party holder of Registrable Shares shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized in writing by such holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any Person for any settlement of any such action effected without such holder's written consent. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Company exercising its rights under this Article V, makes a claim for indemnification pursuant to this Section 5.06, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 5.06 provides for indemnification, in such case, then, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of Registrable Shares on the other in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of the Company on the one hand and of the holder of Registrable Shares on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the holder of Registrable Shares on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as case, (A) no such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists holder will be required to contribute any amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Prospectus furnished on behalf meaning of Section 11(f) of the Manager: the name Securities Act) will be entitled to contribution from any person or entity who was not guilty of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch fraudulent misrepresentation.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers the Guarantors and each of its their respective directors and officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any Guarantor or any such Manager Indemnified Party respective director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeand Preliminary Prospectus, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto) or , any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus; or (ii) with respect to the Registration Statement, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or, with respect to the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse any legal or other out-of-pocket expenses reasonably incurred by the Company or any Guarantor or any such respective director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement, and Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use thereinin the preparation thereof. The Company, the Guarantors and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood the Underwriters acknowledge and agreed agree that the only such information furnished by the Manager consists of the following information in the Prospectus or to be furnished on behalf of each Underwriter to the Manager: the name Company for inclusion in any part of the Manager contained Registration Statement, the Preliminary Prospectus and the Prospectus consists of the third paragraph, the third sentence of the seventh paragraph and the eighth paragraph under the caption “Underwriting (Conflicts of Interest)” and the first, second and third paragraphs under the sub-heading “Conflicts of Interest” under the caption “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus and the second and fifth sentences of the first paragraph and the first, second and third sentences up to the comma in the third sentence in the second paragraph under the sub-heading “Sale Through Underwriters or Dealers” under the caption “Plan of Distribution” in the Prospectus SupplementProspectus.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares, expressly for use therein; PROVIDED, HOWEVER, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Manager Indemnified Party holder of Registrable Shares. Notwithstanding the two preceding sentences, if the action is one in connection with investigating or defending against which the Company may be obligated to indemnify any holder of Registrable Shares pursuant to Section 2.5, the Company shall have the right to assume the defense of such action, subject to the right of such holders to participate therein as permitted by Section 2.5. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such lossaction effected without such holder's consent. Such holder shall not, claimexcept with the approval of the Company, damage, liability, action, litigation, investigation consent to entry of any judgment or proceeding whatsoever (whether or enter into any settlement that does not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission include as such expenses are incurred, it being understood and agreed that an unconditional term thereof the only such information furnished giving by the Manager consists claimant or plaintiff to the party being so indemnified of the following information a release from all liability in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementrespect to such claim or litigation.

Indemnification of Company. The Manager In the event that the Company registers -------------------------- any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares expressly for use therein; provided, however, that such holder's obligations -------- ------- hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Manager Indemnified Party in connection with investigating or defending against holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not action effected without such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementholder's consent.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares, INVESTOR will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a have signed the Registration Statement Statement, each underwriter, and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachsuch underwriter, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them REGISTRATION RIGHTS AGREEMENT may become subjectsubject under applicable securities law, under and, except as hereinafter provided, will reimburse the ActCompany and each such director, the Exchange Actofficer, underwriter or controlling person for any legal or other Federal expenses reasonably incurred by them or state statutory law any of them in connection with investigating or regulation defending any actions, whether or otherwisenot resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement, (or the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically INVESTOR expressly for use therein, and confirmed in writing by INVESTOR or the Company or any agent or attorney thereof. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against INVESTOR, the party seeking indemnification hereunder will reimburse any legal notify INVESTOR in writing of the commencement thereof, and INVESTOR shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against INVESTOR. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Manager Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such lossaction and to participate in the defense thereof, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or but the fees and expenses of such counsel shall be at the Company's sole expenses. INVESTOR shall not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon be liable to indemnify any person for any settlement of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementaction effected without its consent.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished Final Prospectus, any amendments or supplements thereto) Written Testing-the-Waters Communication, any road show presentation or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: (i) the Manager: seventh paragraph on the name cover of the Manager contained Final Prospectus, (ii) the concession and reallowance figures appearing in the first paragraph under the heading caption “Plan of DistributionDiscounts and Expenses” in and (iii) the Prospectus Supplementparagraph relating to stabilization by the Underwriters under the caption “Short Positions, Stabilization and Penalty Bids.”

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of its trust managers their respective directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus furnished on behalf Preliminary and Final Offering Circular: the third, ninth, tenth and eleventh paragraphs and the first, second and fourth sentences of the Manager: the name of the Manager contained in the first fifteenth paragraph under the heading caption “Plan of Distribution” in ”; provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act Act, (each, a an “Manager Underwriter Indemnified Party”), ) against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of Registration Statement, the ADS Registration Statement at any timeStatement, any Statutory Prospectus as of any timeProspectus, the Prospectus (as amended General Disclosure Package, the Final Prospectus, or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto) , or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Prospectus Registration Statement, the General Disclosure Package and the Final Prospectus, as the case may be, furnished on behalf of the Managereach Underwriter: the name respective names of the Manager contained Underwriters appearing in the [first paragraph], the concession figure appearing in the [sixth] paragraph and the respective addresses of the Representatives appearing in the [twenty-third] paragraph under the heading caption “Plan of DistributionUnderwriting” in (the Prospectus Supplement“Underwriter Information”).

Indemnification of Company. The Manager Each Underwriter, severally and not jointly, will indemnify and hold harmless the Transaction Entities, the Company, each of its trust managers and each of its officers who signs a Registration Statement ’s directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act signs a registration statement and each Controlling Person (each, a “Manager Company Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager the Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus the General Disclosure Package as of any timethe Applicable Time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or any Section 5(d) Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph third and thirteenth (with respect to stabilization) paragraphs under the heading caption “Plan of DistributionUnderwriting” in the Prospectus SupplementProspectus.

Indemnification of Company. The Manager In the event that FivePrime registers any of the Shares under the Securities Act, Inhibrx will indemnify and hold harmless the CompanyFivePrime, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company FivePrime within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse FivePrime and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company FivePrime in connection therewith by the Manager specifically Inhibrx expressly for use therein. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against Inhibrx, FivePrime will notify Inhibrx in writing of the commencement thereof, and will reimburse any legal Inhibrx shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to FivePrime) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against Inhibrx. FivePrime and each such director, officer, underwriter or other expenses reasonably incurred by such Manager Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of Inhibrx unless employment of such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon counsel has been specifically authorized by Inhibrx. Inhibrx shall not be liable to indemnify any person for any settlement of any such untrue statement action effected without Inhibrx’s consent, which shall not be unreasonably withheld, delayed or omissionconditioned. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementAS AMENDED.

Indemnification of Company. The Manager Subject to the provisions of this Section 4.7, each Purchaser severally and not jointly with the other Purchasers, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand its directors, a “Manager Indemnified Party”)officers, against shareholders, members, partners, employees and agents harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which such Manager Indemnified Party may become subjectany breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchaser in this Agreement. If any action shall be brought against the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify such Purchaser in writing, and the Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company except to the extent that (i) the employment thereof has been specifically authorized by the Purchaser in writing, (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required to be stated therein or necessary to make conflict on any material issue between the statements therein not misleadingposition of the Company and the position of such Purchaser, in each which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Such Purchaser will not be liable to the Company under this Agreement (i) for any settlement by the Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any of the Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omissionagreements made by the Company in this Agreement, or any (iii) in an amount in excess of such alleged untrue statement or omission as Purchaser’s gain upon such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists Purchaser’s sale of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementCommon Stock acquired pursuant to this Agreement.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of its trust managers and their respective directors, each of its their respective officers who signs a Registration Statement and each person, if any, 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 “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Memorandum or the Final Offering Memorandum, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus furnished on behalf of the ManagerPreliminary Offering Memorandum and Final Offering Memorandum: the name of the Manager contained in the first paragraph under the heading caption “Plan of Distribution” in the Prospectus Supplementparagraphs 10, 11 and 12 (Short Positions).

Indemnification of Company. The Manager will Initial Purchaser agrees to indemnify and hold harmless each of the Company, each of its trust managers the Guarantor and each of its their respective directors, officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which the Company or the Guarantor or any such Manager Indemnified Party director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon have resulted solely from (i) any untrue statement or alleged untrue statement of any material fact contained in any part the Time of the Registration Statement at any timeSale Document, any Statutory Prospectus as of any time, Free Writing Offering Document or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) Final Offering Circular or any Issuer Free Writing Prospectus, amendment or arise out of supplement thereto or are based upon (ii) the omission or the alleged omission of to state therein a material fact required to be stated therein in the Time of Sale Document, any Free Writing Offering Document or the Final Offering Circular or any amendment or supplement thereto or necessary to make the statements therein not misleading, in each case to the extent, extent (but only to the extent, ) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning the Initial Purchaser, furnished to the Company or its agents by the Manager Initial Purchaser specifically for use therein; and, and subject to the limitation set forth immediately preceding this clause, will reimburse reimburse, as incurred, any legal or other expenses reasonably incurred by the Company, the Guarantor or any such Manager Indemnified Party director, officer or controlling person in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood action in respect thereof. Each of the Company and agreed the Guarantor hereby acknowledges that the only such information that the Initial Purchaser has furnished by to the Manager consists Company or its agents specifically for use in the Preliminary Offering Circular or the Final Offering Circular or any amendment or supplement thereto, are the statements set forth in the third paragraph and the third sentence of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first sixth paragraph under the heading caption “Plan of Distribution” in the Prospectus SupplementPreliminary Offering Circular and the Final Offering Circular. This indemnity agreement will be in addition to any liability that the Initial Purchaser may otherwise have to the indemnified parties.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, each of its trust managers the Guarantors and each of its officers who signs a Registration Statement their respective directors, officers, employees, agents and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary Offering Circular and the Final Offering Circular furnished on behalf of the Managereach Purchaser: the name sentences one and two of the Manager contained third paragraph, sentence four of the ninth paragraph, paragraph eleven and paragraph twelve, in the first paragraph each case under the heading caption “Plan of Distribution” in ”; provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares expressly for use therein; provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Manager Indemnified Party in connection with investigating or defending against holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not action effected without such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementholder's consent.

Indemnification of Company. The Manager Wedbush will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Agent Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at or any timeamendment thereof, the General Disclosure Package, any Statutory Prospectus as of issuer free writing prospectus, any timeCompany information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectusamendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager Wedbush specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by Wedbush specifically for inclusion in the Manager Registration Statement, the General Disclosure Package, the Prospectus or any issuer free writing prospectus consists of the following information name, “Wedbush PacGrow Life Sciences” on the cover page of the Prospectus Supplement and the 4% commission set forth on the cover of the Prospectus and in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in section of the Prospectus SupplementProspectus.

Indemnification of Company. The Manager Subject to the provisions of this Section 5.8, the Investor will indemnify and hold harmless the Company, each of its trust managers Affiliates and attorneys, and each of its officers who signs a Registration Statement their respective directors, officers, shareholders, partners, employees, agents, and each person, if any, any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachcollectively, the “Company Parties” and each a “Manager Indemnified Company Party”), against harmless from any losses, claims, damages or liabilities to which such Manager Indemnified and all Losses that any Company Party may become subject, under the Act, the Exchange Act, other Federal suffer or state statutory law or regulation or otherwise, insofar incur as such losses, claims, damages or liabilities (or actions in respect thereof) arise out a result of or are based upon relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Investor in this Agreement or in the other Transaction Documents, or (b) solely to the extent relating to written information furnished by Investor expressly for use in connection with a Registration Statement, either (i) any untrue statement or alleged untrue statement of any a material fact contained in such information or (ii) any part omission or alleged omission from such information that renders such information incomplete or otherwise non-compliant with the Act. If any action shall be brought against a Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the Investor in writing, and the Investor shall have the right to assume the defense thereof with counsel of its own choosing. The Company Parties shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Registration Statement at Company Parties except to the extent that (i) the employment thereof has been specifically authorized by the Investor in writing, (ii) the Investor has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any time, any Statutory Prospectus as material issue between the position of any time, the Prospectus (as amended or supplemented if Investor and the position of the Company Parties. The Investor will not be liable to the Company Parties under this Agreement (i) for any settlement by a Company Party effected without the Investor’s prior written consent, which shall have furnished any amendments not be unreasonably withheld or supplements theretodelayed; or (ii) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damage, liability, action, litigation, investigation damage or proceeding whatsoever (whether or not such Manager Indemnified Party liability is a party thereto), whether threatened or commenced, based upon attributable to Company’s breach of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information representations, warranties, covenants or agreements made by Investor in this Agreement or in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.other Transaction Documents

Indemnification of Company. The Manager Subject to the provisions of this Section 4.7, each Purchaser (other than institutional investors) severally and not jointly with the other Purchasers, will indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachand its directors, a “Manager Indemnified Party”)officers, against shareholders, members, partners, employees and agents harmless from any and all losses, liabilities, obligations, claims, damages contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Company may suffer or liabilities incur as a result of or relating to which such Manager Indemnified Party may become subjectany breach of any of the representations, under warranties, covenants or agreements made by the Act, Purchaser in this Agreement. If any action shall be brought against the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Company in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timewhich indemnity may be sought pursuant to this Agreement, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall promptly notify such Purchaser in writing, and the Purchaser shall have furnished the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Company. The Company shall have the right to employ separate counsel in any amendments such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Company except to the extent that: (i) the employment thereof has been specifically authorized by the Purchaser in writing; (ii) the Purchaser has failed after a reasonable period of time to assume such defense and to employ counsel; or supplements thereto(iii) or any Issuer Free Writing Prospectusin such action there is, or arise out in the reasonable opinion of or are based upon the omission or the alleged omission of such separate counsel, a material fact required to be stated therein or necessary to make conflict on any material issue between the statements therein not misleadingposition of the Company and the position of such Purchaser, in each which case the Purchaser shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. Such Purchaser will not be liable to the Company under this Agreement: (i) for any settlement by the Company effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; (ii) to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to any of the Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished agreements made by the Manager consists Company in this Agreement; or (iii) in an amount in excess of such Purchaser’s gain upon such Purchaser’s sale of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementCommon Stock and/or Warrant Shares acquired pursuant to this Agreement.

Indemnification of Company. The Manager In the event that the Company --------------------------- registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through which any of such shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (eachand all other Holders and their respective officers, a “Manager Indemnified Party”), directors and controlling persons from and against any and all losses, claims, damages damages, expenses or liabilities (or any action in respect thereof), joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them, as such expenses are incurred, in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such Holder, expressly for use therein; provided, however, that such Holder's obligations hereunder shall be limited to an amount equal to the proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder of Registrable Shares, the Company will notify such Holder of Registrable Shares in writing of the commencement thereof, and will reimburse such Holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal such action and to participate in the defense thereof in the event the representation of the Company, any of its officers or directors or any underwriter or controlling person by counsel retained by or on the behalf of such Holder would be inappropriate due to conflicts of interest between any such person and any other expenses reasonably incurred party represented by such Manager Indemnified Party counsel in connection with investigating such proceeding or defending against action, in which case such Holder shall pay, as incurred, the reasonable fees and expenses of such separate counsel. Such Holder shall not be liable to indemnify any person for any settlement of any such lossaction effected without such Holder's consent (which consent shall not be unreasonably withheld). Such Holder shall not, claim, damage, liability, action, litigation, investigation or proceeding whatsoever except with the approval of the person being indemnified (whether or which approval shall not such Manager Indemnified Party is a party theretobe unreasonably withheld), whether threatened consent to entry of any judgment or commenced, based upon enter into any such untrue statement or omission, or any such alleged untrue statement or omission settlement that does not include as such expenses are incurred, it being understood and agreed that an unconditional term thereof the only such information furnished giving by the Manager consists claimant or plaintiff to the party being so indemnified of the following information a release from all liability in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementrespect to such claim or litigation.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers the Guarantors and each of its their respective directors and officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)Act, against any losses, claims, damages or liabilities to which the Company or any Guarantor or any such Manager Indemnified Party respective director, officer or controlling person may become subject, subject under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timeStatement, any Statutory Prospectus as of any timeand Preliminary Prospectus, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments amendment or supplements supplement thereto) or , any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus, ; or arise out of or are based upon (ii) the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; and will reimburse any legal or other out-of-pocket expenses reasonably incurred by the Company or any Guarantor or any such respective director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that such Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement, and Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Offering Participant Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, in the preparation thereof. The Company the Guarantors and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood the Underwriters acknowledge and agreed agree that the only such information furnished by the Manager consists of the following information in the Prospectus or to be furnished on behalf of each Underwriter to the Manager: the name Company for inclusion in any part of the Manager contained in Registration Statement, the first Preliminary Prospectus and the Prospectus consists of the third paragraph, the third and fourth sentences of the seventh paragraph, and the eighth paragraph under the heading captions “Plan Underwriting (Conflicts of DistributionInterest)” in the Preliminary Prospectus Supplementand “Underwriting (Conflicts of Interest)” in the Prospectus.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, Purchaser will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically Purchaser expressly for use therein; provided, and will reimburse any legal or other expenses reasonably incurred by however, that Purchaser's obligations hereunder shall be limited to an amount equal to the proceeds to such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists holder of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.Registrable Shares sold

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each Holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom any of such shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares, expressly for use therein; PROVIDED, HOWEVER, that such Holder's obligations hereunder shall be limited to an amount equal to the proceeds to such Holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Holder, the Company will notify such Holder in writing of the commencement thereof, and will reimburse such Holder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Holder. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such Holder unless employment of such counsel has been specifically authorized by such Manager Indemnified Party Holder. Notwithstanding the two preceding sentences, if the action is one in connection with investigating or defending against which the Company may be obligated to indemnify any Holder pursuant to Section 2.5, the Company shall have the right to assume the defense of such action, subject to the right of such holders to participate therein as permitted by Section 2.5. Such Holder shall not be liable to indemnify any person for any settlement of any such lossaction effected without such Holder's consent. Such Holder shall not, claimexcept with the approval of the Company, damage, liability, action, litigation, investigation consent to entry of any judgment or proceeding whatsoever (whether or enter into any settlement that does not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission include as such expenses are incurred, it being understood and agreed that an unconditional term thereof the only such information furnished giving by the Manager consists claimant or plaintiff to the party being so indemnified of the following information a release from all liability in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementrespect to such claim or litigation.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantor, each of its trust managers and their respective directors, each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Memorandum or the Final Offering Memorandum, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus furnished on behalf of the ManagerPreliminary Offering Memorandum and Final Offering Memorandum: the name of the Manager contained in the first paragraph under the heading caption “Plan of Distribution” in the Prospectus Supplementparagraphs 10, 11 and 12 (Short Positions).

Indemnification of Company. The Manager In the event that ADA-ES registers any of the Registrable Shares under the Securities Act, the Purchasers will indemnify and hold harmless the CompanyADA-ES, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company ADA-ES within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse ADA-ES and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company ADA-ES by the Manager specifically Purchasers expressly for use therein; provided, however, that the Purchaser's obligations hereunder shall be limited to an amount equal to the proceeds received by such Purchasers for the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such Purchaser, ADA-ES shall notify the Purchaser in writing of the commencement thereof (provided, that failure to so notify the Purchaser shall not relieve such Purchaser from any liability it may have hereunder, except to the extent prejudiced by such failure), and will reimburse the Purchaser(s) shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to ADA-ES) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Purchaser. ADA-ES and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof, but the fees and expenses reasonably incurred of such counsel subsequent to any assumption of the defense by such Manager Indemnified Party Purchaser shall not be at the expense of the Purchaser unless employment of such counsel has been specifically authorized in writing by the Purchaser. The Purchaser(s) shall not be liable to indemnify any person for any settlement of any such action effected without such Purchaser's written consent (which consent shall not be unreasonably withheld or delayed). In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which ADA-ES, its officers, directors or controlling persons ("ADA-ES Indemnities") exercising its rights under this Article III, makes a claim for indemnification pursuant to this Section 3.05, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 3.05 provides for indemnification, in such case, then, ADA-ES Indemnity and Purchaser will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of ADA-ES Indemnity on the one hand and of the Purchaser on the other in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of ADA-ES Indemnity on the one hand and of the Purchaser on the other shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by ADA-ES Indemnity on the one hand or by such Purchaser on the other, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as such expenses are incurredcase, it being understood and agreed that (A) the only such information furnished by the Manager consists Purchaser(s) will not be required to contribute any amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the Prospectus furnished on behalf meaning of Section 11(f) of the Manager: the name Securities Act) will be entitled to contribution from any person or entity who was not guilty of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch fraudulent misrepresentation.

Indemnification of Company. The Manager Subject to the provisions of this Section 5.9, the Investor will indemnify and hold harmless the Company, each of its trust managers their Affiliates and attorneys, and each of its officers who signs a Registration Statement their directors, officers, shareholders, partners, employees, agents, and each person, if any, any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (eachcollectively, the “Company Parties” and each a “Manager Indemnified Company Party”), against harmless from any and all losses, liabilities, obligations, claims, damages or liabilities to which such Manager Indemnified contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any Company Party may become subjectsuffer or incur as a result of or relating to any breach of any of the representations, under warranties, covenants or agreements made by the Act, Investor in this Agreement or in the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions Transaction Documents. If any action shall be brought against a Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the Investor in writing, and the Investor shall have the right to assume the defense thereof with counsel of its own choosing. The Company Parties shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Company Parties except to the extent that (i) arise out the employment thereof has been specifically authorized by the Investor in writing, (ii) the Investor has failed after a reasonable period of time to assume such defense and to employ counsel or are based upon any untrue statement or alleged untrue statement (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material fact contained in any part issue between the position of the Registration Statement at any time, any Statutory Prospectus as Investor and the position of any time, the Prospectus (as amended or supplemented if the Company Parties. The Investor will not be liable to the Company Parties under this Agreement (i) for any settlement by a Company Party effected without the Investor’s prior written consent, which shall have furnished any amendments not be unreasonably withheld or supplements theretodelayed; or (ii) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damage, liability, action, litigation, investigation damage or proceeding whatsoever (whether or not such Manager Indemnified Party liability is a party thereto), whether threatened or commenced, based upon attributable to Company’s breach of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information representations, warranties, covenants or agreements made by Investor in this Agreement or in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementother Transaction Documents.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the 1933 Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, extent that any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable shares expressly for use therein, and will reimburse any legal or other expenses reasonably incurred . The Exchanging Stockholder's obligations hereunder shall be limited to an amount equal to the proceeds received by such Manager Indemnified Party holder of Registrable Shares sold in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementregistration.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its Directors and officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions expense and reasonable counsel fees incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor. In no case (i) is the name indemnity of the Manager Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Company's Shares.

Indemnification of Company. The Manager In the event that the Company registers any of the Warrant Stock under the Securities Act, the Holder will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically Holder expressly for use therein. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against the Holder, the Company will notify the Holder in writing of the commencement thereof, and will reimburse any legal the Holder shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against the Holder. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Manager Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the Holder unless employment of such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon counsel has been specifically authorized by the Holder. The Holder shall not be liable to indemnify any person for any settlement of any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that action effected without the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus SupplementHolder's consent.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of its trust managers their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary and Final Offering Circular furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading caption “Plan of Distribution” in the Prospectus Supplement.on behalf of each Purchaser:

Indemnification of Company. The Manager In the event that the Company -------------------------- registers any of the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Shares expressly for use therein; provided, however, that -------- ------- such holder's obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against -27- such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse such holder of Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof but the fees and expenses reasonably incurred of such counsel shall not be at the expense of such holder of Registrable Shares unless employment of such counsel has been specifically authorized by such Manager Indemnified Party in connection with investigating or defending against holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such lossaction effected without such holder's consent. No holder of Registrable Shares shall, claimexcept with the approval of each party being indemnified under this Section 5.06, damage, liability, action, litigation, investigation consent to entry of any judgment or proceeding whatsoever (whether or enter into any settlement which does not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission include as such expenses are incurred, it being understood and agreed that an unconditional term thereof the only such information furnished giving by the Manager consists claimant or plaintiff to the parties being so indemnified of the following information a release from all liability in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementrespect to such claim or litigation.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of its trust managers their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus furnished on behalf of the ManagerPreliminary and Final Offering Circular: the name of the Manager contained in the first paragraph third, twelfth and thirteenth paragraphs under the heading caption “Plan of Distribution;” in provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers and each of its officers who signs a the Registration Statement Statement, directors, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, Securities Act or the Exchange Act, other Federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at as of any time, any Statutory Prospectus as of any time, the Final Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make make, in the case of any part of the Registration Statement as of any time, the statements therein not misleading or, in the case of any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation liability or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission action as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Preliminary Prospectus and Final Prospectus furnished on behalf of the Managereach Underwriter: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.[ ]

Indemnification of Company. The Manager Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any road show, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of (i) the following information in the Final Prospectus furnished on behalf of the Managereach Underwriter: the name of concession and reallowance figures appearing in the Manager [•] paragraph under the caption “Underwriting” and the information contained in the first paragraph [•] and [•] paragraphs under the heading caption “Plan of Distribution” in the Prospectus SupplementUnderwriting.”

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, each of its trust managers the Guarantors and each of its officers who signs a Registration Statement their respective directors, officers, employees, agents and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager such Purchaser through Credit Suisse specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary Offering Circular and the Final Offering Circular furnished on behalf of the Managereach Purchaser: the name third paragraph, the second sentence of the Manager contained in eighth paragraph, the first sentence of the ninth paragraph, the tenth paragraph and the third and fourth sentences of the twelfth paragraph, in each case under the heading caption “Plan of Distribution” in ”; provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, the Guarantors, each of its trust managers their respective directors and each of its their respective officers who signs a Registration Statement and each person, if any, who controls the Company or such Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Memorandum or the Final Offering Memorandum, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus furnished on behalf of the ManagerPreliminary and Final Offering Memorandum: the name of the Manager contained in the first paragraph information under the heading sub-headings “Commissions and Discounts” and “Short Positions” under the caption “Plan of Distribution;” in provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Each Purchaser will severally and not jointly indemnify and hold harmless each of the Company, each of its trust managers the Guarantors and each of its officers who signs a Registration Statement their respective directors, officers, employees, agents and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Purchaser Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing Prospectus, Communication or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager such Purchaser through Credit Suisse specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating investigating, preparing or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Purchaser consists of the following information in the Prospectus Preliminary Offering Circular and the Final Offering Circular furnished on behalf of the Managereach Purchaser: the name third paragraph, the second sentence of the Manager contained eighth paragraph, the tenth paragraph, the eleventh paragraph and the third and fourth sentences of the fourteenth paragraph, in the first paragraph each case under the heading caption “Plan of Distribution” in ”; provided, however, that the Prospectus SupplementPurchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Purchaser will indemnify and hold harmless the Company, each of its trust managers , its officers, employees, agents, partners, members, and each of its officers who signs a Registration Statement affiliates and each person, if any, who controls the Company or within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager "Purchaser Indemnified Party”"), against any losses, claims, damages or liabilities to which such Manager Purchaser Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any timePreliminary Offering Circular or the Final Offering Circular, any Statutory Prospectus as of any time, the Prospectus (in each case as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) supplemented, or any Issuer Free Writing ProspectusCommunication (including without limitation, any Supplemental Marketing Material) or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager Purchaser specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Purchaser Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Purchaser Indemnified Party is a party thereto), ) whether threatened or commenced, based upon commenced and in connection with the enforcement of this provision with respect to any such untrue statement or omission, or any such alleged untrue statement or omission of the above as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager Purchaser consists of the following information in the Prospectus Preliminary and Final Offering Circular furnished on behalf of the ManagerPurchaser: the name of the Manager contained in the first paragraph under the heading “caption "Plan of Distribution” in ," the Prospectus Supplementthird, fourth and fifth sentences of paragraph 11 and paragraph 12; provided, however, that the Purchaser shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company's failure to perform its obligations under Section 5(a) of this Agreement.

Indemnification of Company. The Manager Wedbush will indemnify and hold harmless the Company, each of its trust managers directors and each of its officers who signs a the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a an “Manager Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Agent Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at or any timeamendment thereof, the General Disclosure Package, any Statutory Prospectus as of issuer free writing prospectus, any timeCompany information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectusamendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager Wedbush specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by Wedbush specifically for inclusion in the Manager Registration Statement, the General Disclosure Package, the Prospectus or any issuer free writing prospectus consists of (i) the following information name, “Wedbush PacGrow Life Sciences” on the cover page of the Prospectus Supplement, (ii) the 3.0% commission set forth on the cover of the Prospectus and in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” section of the Prospectus and (iii) the information contained in the Prospectus Supplementlast sentence of the first paragraph of the “Plan of Distribution” section of the Prospectus.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, each Preferred Shareholder holding such Registrable Shares will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated in the preparation of the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Securities Act, the Exchange Act, applicable state securities laws or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling Person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus or in the Registration Statement at any time, any Statutory Prospectus final prospectus (or in the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements theretosupplemented) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such Preferred Shareholder expressly for use therein; provided, however, that each Preferred Shareholder's obligations hereunder shall be limited to an amount equal to the proceeds received by such holder of Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against a Preferred Shareholder, the Company will notify such Preferred Shareholder in writing of the commencement thereof (provided, that failure to so notify such Preferred Shareholder shall not relieve such Preferred Shareholder from any liability it may have hereunder), and will reimburse such Preferred Shareholder shall, subject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such Preferred Shareholder. The Company and each such director, officer, underwriter or controlling Person shall have the right to employ separate counsel in any legal or other such action and to participate in the defense thereof, but the fees and expenses reasonably incurred of such counsel subsequent to any assumption of the defense by such Manager Indemnified Party Preferred Shareholder shall not be at the expense of such Preferred Shareholder unless employment of such counsel has been specifically authorized in writing by such Preferred Shareholder. A Preferred Shareholder shall not be liable to indemnify any Person for any settlement of any such action effected without such Preferred Shareholder's written consent. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which the Company exercising its rights under this Agreement, makes a claim for indemnification pursuant to this Section 2.06, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding that this Section 2.06 provides for indemnification, in such case, then, the Company and the Preferred Shareholders will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company and each Preferred Shareholder in connection with investigating the statements or defending against omissions which resulted in such losses, claims, damages or liabilities, as well as any such lossother relevant equitable considerations. The relative fault of the Company and of each Preferred Shareholder shall be determined by reference to, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto)among other things, whether threatened the untrue or commencedalleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by either Preferred Shareholder, based upon any and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission; provided, or however, that, in any such alleged untrue statement or omission as such expenses are incurredcase, it being understood and agreed that the only such information furnished by the Manager consists (A) a Preferred Shareholder will not be required to contribute any amount in excess of the following information in public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no Person guilty of fraudulent misrepresentation (within the Prospectus furnished on behalf meaning of Section 11(f) of the Manager: the name Securities Act) will be entitled to contribution from any Person who was not guilty of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementsuch fraudulent misrepresentation.

Indemnification of Company. The Manager Distributor covenants and agrees that it will indemnify and hold harmless the Company, each of its trust managers Company and each of its officers who signs a Registration Statement Directors, officers, employees and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”)1933 Act, against any lossesloss, claimsliability, damages damages, claim or liabilities to which such Manager Indemnified Party may become subjectexpense (including the reasonable cost of investigating or defending any alleged loss, under the Actliability, the Exchange Actdamages, other Federal claim or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions expense and reasonable counsel fees incurred in respect thereofconnection therewith) arise out of or are based upon the 1933 Act or any untrue statement other statute or alleged common law and arising by reason of any person acquiring any Shares or Creation Units, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Company (as from time to time amended) included an untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to insofar as the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: Distributor. Without limiting the name generality of the Manager foregoing, Distributor shall indemnify and hold the Company harmless from and against any and all actual losses, expenses, and liabilities (including reasonable attorneys’ fees) that the Company may sustain or incur arising out of any breach of this Agreement. In no case (i) is the indemnity of the Distributor in favor of the Company or any other person indemnified to be deemed to protect the Company or any other person against any liability to which the Company or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Company or any person indemnified unless the Company or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first paragraph under written notification giving information of the heading “Plan nature of Distribution” the claim shall have been served upon the Company or upon any person (or after the Company or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Company or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the Prospectus Supplementdefense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Company promptly of the commencement of any litigation, regulatory action (including an investigation) or proceedings against it or any of its officers in connection with the issue and sale of any of the Company’s Shares or Creation Units.

Indemnification of Company. The Manager Each Underwriter, severally and not jointly, will indemnify and hold harmless the Transaction Entities, the Company, each of its trust managers and each of its officers who signs a Registration Statement ’s directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act signs a registration statement and each Controlling Person (each, a “Manager Company Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager the Company Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the any Registration Statement at any time, any Statutory Prospectus the General Disclosure Package as of any timethe Applicable Time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or any Section 5(d) Writing, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Manager Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party the Company in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Company Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager any Underwriter consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph third and twelfth paragraphs under the heading caption “Plan of DistributionUnderwriting” in the Prospectus SupplementProspectus.

Indemnification of Company. The Manager In the event that the Company registers -------------------------- the Registrable Shares under the Securities Act, each holder of the Registrable Shares so registered will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed the registration statement, each underwriter of the Registrable Shares so registered (including any broker or dealer through whom such of the shares may be sold) and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), from and against any and all losses, claims, damages damages, expenses or liabilities liabilities, joint or several, to which such Manager Indemnified Party they or any of them may become subject, subject under the Act, the Exchange Act, Securities Act or under any other Federal statute or state statutory at common law or regulation otherwise, and, except as hereinafter provided, will reimburse the Company and each such director, officer, underwriter or otherwisecontrolling person for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, in any part of preliminary or amended preliminary prospectus, or in the Registration Statement at any time, any Statutory Prospectus prospectus (or the registration statement or prospectus as of any time, the Prospectus (as from time to time amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectussupplemented), or arise out of or are based upon the omission or the alleged omission of to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that insofar as any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by the Manager specifically such holder of Registrable Share expressly for use therein; provided, however, that such holder's -------- ------- obligations hereunder shall be limited to an amount equal to the proceeds to such holder of the Registrable Shares sold in such registration. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against such holder of Registrable Shares, the Company will notify such holder of Registrable Shares in writing of the commencement thereof, and will reimburse any legal such holder of the Registrable Shares shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel, who shall be counsel satisfactory to the Company) and the payment of expenses insofar as such action shall relate to the alleged liability in respect of which indemnity may be sought against such holder of Registrable Shares. The Company and each such director, officer, underwriter or other expenses reasonably incurred by such Manager Indemnified Party controlling person shall have the right to employ separate counsel in connection with investigating or defending against any such lossaction and to participate in the defense thereof, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, if the Company or any such alleged untrue statement director, officer, underwriter or omission as controlling person believes that his or its interests are adverse to those of such holder of Registrable Shares. The fees and expenses are incurredof one such counsel shall be paid by such holder of Registrable Shares. Such holder of Registrable Shares shall not be liable to indemnify any person for any settlement of any such action effected without such holder's consent, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementwhich consent shall not be unreasonably delayed.

Indemnification of Company. The Manager In the event that the Company registers any of the Registrable Shares under the Securities Act, PBIO will indemnify and hold harmless the Company, each of its trust managers and directors, each of its officers who signs a Registration Statement have signed or otherwise participated Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against PBIO, the Company shall notify PBIO in writing of the commencement thereof (provided, that failure to so notify PBIO shall not relieve PBIO from any liability it may have hereunder, except to the extent prejudiced by such failure), and each personPBIO shall, if anysubject to the provisions hereinafter stated, be entitled to assume the defense of such action (including the employment of counsel, who controls shall be counsel reasonably satisfactory to the Company within Company) and the meaning payment of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Party”), against any losses, claims, damages or liabilities to which such Manager Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, expenses insofar as such losses, claims, damages or liabilities (or actions action shall relate to the alleged liability in respect of which indemnity may be sought against PBIO. The Company and each such director, officer, underwriter or controlling person shall have the right to employ separate counsel in any such action and to participate in the defense thereof) arise out , but the fees and expenses of or are based upon such counsel subsequent to any untrue statement or alleged untrue statement assumption of the defense by PBIO shall not be at the expense of PBIO unless employment of such counsel has been specifically authorized in writing by PBIO. PBIO shall not be liable to indemnify any person for any settlement of any material fact contained such action effected without PBIO's written consent (which consent shall not be unreasonably withheld or delayed). In order to provide for just and equitable contribution to joint liability under the Securities Act in any part of case in which the Registration Statement at any timeCompany, any Statutory Prospectus as of any timeits officers, directors or controlling persons ("Company Indemnitees") exercising its rights under this Article III, makes a claim for indemnification pursuant to this Section 3.05, but it is judicially determined (by the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission entry of a material fact required final judgment or decree by a court of competent jurisdiction and the expiration of time to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Manager consists of the following information in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplement.appeal

Indemnification of Company. The Manager Subject to the provisions of this Section 5.9, the Investor will indemnify and hold harmless the CompanyCompany and its officers, each of its trust managers directors and Affiliates (collectively, the “Company Parties” and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Manager Indemnified Company Party”), against harmless from any losses, claims, damages or liabilities to which such Manager Indemnified and all Losses that any Company Party may become subjectsuffer or incur, under solely to the Actextent relating to written information furnished by Investor expressly for use in connection with a Registration Statement, the Exchange Act, other Federal where such written information is finally adjudicated by an award from a court of competent jurisdiction or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities a binding arbitration award to contain (or actions in respect thereofa) arise out of or are based upon any untrue statement or alleged a knowingly untrue statement of any a material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectussuch information, or arise out of (b) an intentional omission from such information or are based upon the omission or the alleged omission of a material fact required to be stated therein or information necessary to make the statements therein information provided not misleading. If any action described in the foregoing paragraph shall be brought against a Company Party in respect of which indemnity may be sought pursuant to this Agreement, such Company Party shall promptly notify the Investor in each case writing, and the Investor shall have the right to assume the defense thereof with counsel of its own choosing. The Company Parties shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Company Parties except to the extent that (i) the employment thereof has been specifically authorized by the Investor in writing in advance, or (ii) the Investor has failed after a reasonable period of time to assume such defense and to employ counsel. The Investor will not be liable to the Company Parties under this Agreement (i) for any settlement by a Company Party effected without the Investor’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Manager Indemnified Party in connection with investigating or defending against any such a loss, claim, damagedamage or liability is attributable to Company’s breach of any of the representations, liabilitywarranties, action, litigation, investigation covenants or proceeding whatsoever (whether or not such Manager Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished agreements made by the Manager consists of the following information Company in this Agreement or in the Prospectus furnished on behalf of the Manager: the name of the Manager contained in the first paragraph under the heading “Plan of Distribution” in the Prospectus Supplementother Transaction Documents.