Common use of Indemnification of the Investor Clause in Contracts

Indemnification of the Investor. Subject to the conditions set forth below, in connection with any registration of the Common Shares pursuant to this Section 5, PHT agrees to indemnify and hold harmless the Investor, any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls Investor or their underwriter (each, an "Investor Indemnified Party"), within the meaning of Section 15 of the Securities Act, as follows: (i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by PHT or based upon written information furnished by PHT filed in any jurisdiction in order to qualify PHT's securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to PHT by or on behalf of the Investor expressly for use in connection therewith or arising out of any action or inaction of the Investor; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of PHT; and (iii) In no case shall PHT be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party unless PHT shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The failure to so notify PHT, if prejudicial in any material respect to PHT's ability to defend such claim, shall relieve PHT from its liability to the indemnified person under this Section 5.6, but only to the extent that PHT was prejudiced. The failure to so notify PHT shall not relieve PHT from any liability which it may have otherwise than on account of this indemnity agreement. PHT shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory to the Investor Indemnified Party in any suit so brought. In the event PHT elects to assume the defense of any such suit and retain such counsel, the Investor Indemnified Party in the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes that there may be available to it any defense or counterclaim different than those available to PHT or that representation of the Investor Indemnified Party by counsel for PHT presents a conflict of interest for such counsel, then the Investor Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and PHT shall bear the fees, expenses and other costs of such separate counsel.

Indemnification of the Investor. Subject to the conditions set forth below, in connection with any registration of the Common Shares pursuant to this Section 57, PHT LTC agrees to indemnify and hold harmless the Investor, any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls the Investor or their the underwriter (each, an "Investor Indemnified Party"), within the meaning of Section 15 of the Securities Act, as follows: (i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by PHT LTC or based upon written information furnished by PHT LTC filed in any jurisdiction in order to qualify PHTLTC's securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT LTC in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to PHT LTC by or on behalf of the Investor expressly for use in connection therewith or arising out of any action or inaction of the Investor; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of PHTLTC; and (iii) In no case shall PHT LTC be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party person unless PHT LTC shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The failure to so notify PHTLTC, if prejudicial in any material respect to PHTLTC's ability to defend such claim, shall relieve PHT LTC from its liability to the indemnified person under this Section 5.67, but only to the extent that PHT LTC was prejudiced. The failure to so notify PHT LTC shall not relieve PHT LTC from any liability which it may have otherwise than on account of this indemnity agreement. PHT LTC shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT LTC elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory to the Investor Indemnified Party in any suit so brought. In the event PHT LTC elects to assume the defense of any such suit and retain such counsel, counsel the Investor Indemnified Party in the suit suit, shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes believe that there may be available to it them any defense or counterclaim different than those available to PHT LTC or that representation of the such Investor Indemnified Party by counsel for PHT LTC presents a conflict of interest for such counsel, then the such Investor Indemnified Party shall be entitled to defend such suit with counsel of its their own choosing and PHT LTC shall bear the fees, expenses and other costs of such separate counsel.

Indemnification of the Investor. Subject to the conditions set forth below, in connection with any registration of the Common Warrant Shares pursuant to this Section 5, PHT agrees to indemnify and hold harmless the Investor, any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls Investor or their underwriter (each, an "“Investor Indemnified Party"”), within the meaning of Section 15 of the Securities Act, as follows: (i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by PHT or based upon written information furnished by PHT filed in any jurisdiction in order to qualify PHT's securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to PHT by or on behalf of the Investor expressly for use in connection therewith or arising out of any action or inaction of the Investor; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of PHT; and (iii) In no case shall PHT be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party unless PHT shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The failure to so notify PHT, if prejudicial in any material respect to PHT's ability to defend such claim, shall relieve PHT from its liability to the indemnified person under this Section 5.65.5, but only to the extent that PHT was prejudiced. The failure to so notify PHT shall not relieve PHT from any liability which it may have otherwise than on account of this indemnity agreement. PHT shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory to the Investor Indemnified Party in any suit so brought. In the event PHT elects to assume the defense of any such suit and retain such counsel, the Investor Indemnified Party in the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes that there may be available to it any defense or counterclaim different than those available to PHT or that representation of the Investor Indemnified Party by counsel for PHT presents a conflict of interest for such counsel, then the Investor Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and PHT shall bear the fees, expenses and other costs of such separate counsel.

Indemnification of the Investor. Subject to the conditions set forth below, in connection with any registration of the Common Shares pursuant to this Section 5, PHT agrees to indemnify and hold harmless the Investor, any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls Investor or their underwriter (each, an "Investor Indemnified Party"), within the meaning of Section 15 of the Securities Act, as follows: (i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by PHT or based upon written information furnished by PHT filed in any jurisdiction in order to qualify PHT's securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to PHT by or on behalf of the Investor expressly for use in connection therewith or arising out of any action or inaction of the Investor; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of PHT; and (iii) In no case shall PHT be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party unless PHT shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The failure to so notify PHT, if prejudicial in any material respect to PHT's ability to defend such claim, shall relieve PHT from its liability to the indemnified person under this Section 5.65.5, but only to the extent that PHT was prejudiced. The failure to so notify PHT shall not relieve PHT from any liability which it may have otherwise than on account of this indemnity agreement. PHT shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory to the Investor Indemnified Party in any suit so brought. In the event PHT elects to assume the defense of any such suit and retain such counsel, the Investor Indemnified Party in the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes that there may be available to it any defense or counterclaim different than those available to PHT or that representation of the Investor Indemnified Party by counsel for PHT presents a conflict of interest for such counsel, then the Investor Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and PHT shall bear the fees, expenses and other costs of such separate counsel.

Indemnification of the Investor. Subject to the conditions set forth below, in connection with any registration of the Common Shares pursuant to this Section 5, PHT The Company agrees to indemnify and hold harmless the Investor, any underwriter for the offering and each of their officers the Investors and directors its owners, officers, directors, managers, members, agents, advisors, successors and agents and each other person, if any, who controls Investor or their underwriter assigns (each, an "Investor “Indemnified Party"”), within against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the meaning Securities Act or otherwise (including in settlement of Section 15 any litigation if such settlement is effected with the written consent of the Securities ActCompany, insofar as follows: such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior the Registration Statement, including the information deemed to the effective date be a part of the registration statementRegistration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations promulgated under the Securities Act, if applicable, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), the registration statement or the prospectus (as from time to time amended and supplemented), any Issuer Free Writing Prospectus or in any application materials or other document executed information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by PHT the Company (whether in person or electronically) or arise out of or are based upon written information furnished by PHT filed in any jurisdiction in order to qualify PHT's securities under the securities laws thereof, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; or (ii) in whole or in part upon any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT inaccuracy in the course representations and warranties of preparing, filing, the Company contained herein; or implementing such registered offering(iii) in whole or in part upon any failure of the Company to perform their respective obligations hereunder or under law; provided, however, that the indemnity agreement contained in this section Company shall not apply be liable in any such case to the extent that any such loss, claim, damage, liability or action arising arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus Supplement in reliance upon and in conformity with any written information furnished in writing to PHT the Company by or on behalf of the Investor expressly Indemnified Party, specifically for use in connection therewith the preparation thereof. In addition to their other obligations under this Section 8(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or arising other proceeding brought or threatened against the Indemnified Party and which arises out of any action or inaction of the Investor; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (includingomission, but not limited toor any alleged statement or omission, any and described in this Section 8(a), they will reimburse each Indemnified Party on a monthly basis for all expense whatsoever reasonably reasonable legal fees or other expenses incurred in investigating, preparing connection with investigating or defending against any such litigation or claim) if such settlement is effected with the written consent of PHT; and (iii) In no case shall PHT be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party unless PHT shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The failure to so notify PHT, if prejudicial in any material respect to PHT's ability to defend such claim, shall relieve PHT from its liability to the indemnified person under this Section 5.6, but only to the extent that PHT was prejudiced. The failure to so notify PHT shall not relieve PHT from any liability which it may have otherwise than on account of this indemnity agreement. PHT shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT elects action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to assume the defensepropriety and enforceability of the Company’s obligation to reimburse such Indemnified Party for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party that received such defense payment shall promptly return it to the party or parties that made such payment, together with interest, compounded daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by The Wall Street Journal (the "Prime Rate"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory in addition to any liabilities which the Investor Indemnified Party in any suit so brought. In the event PHT elects to assume the defense of any such suit and retain such counsel, the Investor Indemnified Party in the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes that there Company may be available to it any defense or counterclaim different than those available to PHT or that representation of the Investor Indemnified Party by counsel for PHT presents a conflict of interest for such counsel, then the Investor Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and PHT shall bear the fees, expenses and other costs of such separate counselotherwise have.

Indemnification of the Investor. Subject to the conditions set forth below, in connection with any registration of the Common Shares pursuant to this Section 5, PHT agrees to indemnify and hold harmless the Investor, any underwriter for the offering Exchange Offer and each of their officers and directors and agents and each other person, if any, who controls Investor or their underwriter (each, an "“Investor Indemnified Party"”), within the meaning of Section 15 of the Securities Act, as follows: (i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by PHT or based upon written information furnished by PHT filed in any jurisdiction in order to qualify PHT's ’s securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT in the course of preparing, filing, or implementing such registered offeringExchange Offer; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to PHT by or on behalf of the Investor expressly for use in connection therewith or arising out of any action or inaction of the Investor; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of PHT; and (iii) In no case shall PHT be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party unless PHT shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The failure to so notify PHT, if prejudicial in any material respect to PHT's ’s ability to defend such claim, shall relieve PHT from its liability to the indemnified person under this Section 5.65.5, but only to the extent that PHT was prejudiced. The failure to so notify PHT shall not relieve PHT from any liability which it may have otherwise than on account of this indemnity agreement. PHT shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory to the Investor Indemnified Party in any suit so brought. In the event PHT elects to assume the defense of any such suit and retain such counsel, the Investor Indemnified Party in the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes that there may be available to it any defense or counterclaim different than those available to PHT or that representation of the Investor Indemnified Party by counsel for PHT presents a conflict of interest for such counsel, then the Investor Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and PHT shall bear the fees, expenses and other costs of such separate counsel.

Indemnification of the Investor. Subject to the conditions set forth below, in connection with any registration of the Common Shares pursuant to this Section 5, PHT agrees to indemnify and hold harmless the Investor, any underwriter for the offering Exchange Offer and each of their officers and directors and agents and each other person, if any, who controls Investor or their underwriter (each, an "Investor Indemnified Party"), within the meaning of Section 15 of the Securities Act, as follows: (i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by PHT or based upon written information furnished by PHT filed in any jurisdiction in order to qualify PHT's securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT in the course of preparing, filing, or implementing such registered offeringExchange Offer; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to PHT by or on behalf of the Investor expressly for use in connection therewith or arising out of any action or inaction of the Investor; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of PHT; and (iii) In no case shall PHT be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party unless PHT shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The failure to so notify PHT, if prejudicial in any material respect to PHT's ability to defend such claim, shall relieve PHT from its liability to the indemnified person under this Section 5.65.5, but only to the extent that PHT was prejudiced. The failure to so notify PHT shall not relieve PHT from any liability which it may have otherwise than on account of this indemnity agreement. PHT shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory to the Investor Indemnified Party in any suit so brought. In the event PHT elects to assume the defense of any such suit and retain such counsel, the Investor Indemnified Party in the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes that there may be available to it any defense or counterclaim different than those available to PHT or that representation of the Investor Indemnified Party by counsel for PHT presents a conflict of interest for such counsel, then the Investor Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and PHT shall bear the fees, expenses and other costs of such separate counsel.

Indemnification of the Investor. Subject to The Company will indemnify and hold the conditions set forth belowInvestor and his agents (each, an “Investor Indemnified Person”) harmless from any and all losses, liabilities, obligations, claims, 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 Investor Indemnified Person may suffer or incur as a result of or in connection with (i) any action instituted by a third party against an Investor Indemnified Person resulting from or in connection with any registration breach of any of the Common Shares pursuant to representations, warranties, covenants or agreements made by the Company in this Section 5, PHT agrees to indemnify and hold harmless the Investor, Agreement or (ii) any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls Investor or their underwriter (each, action instituted against an "Investor Indemnified Party"), within the meaning of Section 15 of the Securities Act, as follows: (i) Against Person in any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatenedcapacity, or any claim whatsoever based upon) of them or their respective affiliates, by any shareholder of the Company or any other Person who is not an affiliate of such Investor Indemnified Person, with respect to this Agreement or any of the transactions contemplated by this Agreement, including, without limitation, any action resulting from or in connection with any untrue statement or alleged untrue statement of a any material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement)Registration Statement or Prospectus, the registration statement as amended or the prospectus (supplemented, including all other documents filed as from time to time amended and supplemented)a part thereof or incorporated by reference therein, or in any application or other document executed by PHT or based upon written information furnished by PHT filed in any jurisdiction in order to qualify PHT's securities under the securities laws thereof, or the an omission or alleged omission therefrom of to state therein 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, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this section shall . The Company will not apply be liable to any Investor Indemnified Person under this Agreement to the extent, but only to the extent that a loss, claim, damagedamage or liability is attributable to any Investor Indemnified Person’s breach of any of the representations, liability warranties, covenants or action arising out agreements made by such Investor Indemnified Person in this Agreement or attributable to the gross negligence or willful misconduct on the part of such Investor Indemnified Person, or based upon is attributable to any untrue actual or alleged untrue statement made in the Registration Statement or omission made Prospectus in reliance upon and in conformity with any written information furnished in writing to PHT by or on behalf of the Investor expressly for use in connection therewith or arising out of any action or inaction of the Investor; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of PHT; and (iii) In no case shall PHT be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party unless PHT shall be notified, Company by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The failure to so notify PHT, if prejudicial in any material respect to PHT's ability to defend such claim, shall relieve PHT from its liability to the indemnified person under this Section 5.6, but only to the extent that PHT was prejudiced. The failure to so notify PHT shall not relieve PHT from any liability which it may have otherwise than on account of this indemnity agreement. PHT shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory to the Investor Indemnified Party in any suit so broughtPerson specifically for use therein. In Notwithstanding anything to the event PHT elects to assume the defense of any such suit and retain such counselcontrary contained herein, the Company shall not be required to indemnify or hold harmless all Investor Indemnified Party Persons in an aggregate amount exceeding the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained aggregate purchase price payable by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes that there may be available pursuant to it any defense or counterclaim different than those available to PHT or that representation Section 2.1 of the Investor Indemnified Party by counsel for PHT presents a conflict of interest for such counsel, then the Investor Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and PHT shall bear the fees, expenses and other costs of such separate counselthis Agreement.

Indemnification of the Investor. Subject In addition to the conditions set forth belowindemnity provided in the Registration Rights Agreement, the Company will indemnify and hold the Investor and its directors, officers, stockholders, partners, employees, members and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with any registration of the Common Shares pursuant to transactions contemplated by this Section 5, PHT agrees to indemnify and hold harmless the Investor, any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls Investor or their underwriter Agreement) (each, an "“Investor Indemnified Party"), within the meaning of Section 15 of the Securities Act, as follows: (i”) Against harmless from any and all losslosses, claimliabilities, damage obligations, claims, contingencies, damages, costs, expenses, actions, causes of action, suits, penalties and expense whatsoever fees, including all judgments, amounts paid in settlements, court costs and reasonable out-of-pocket attorneys’ fees and costs of investigation (collectively, “Losses”) that any such Investor Party may suffer or incur as a result of, arising out of or based upon relating to (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upona) any untrue misrepresentation, breach or alleged untrue statement inaccuracy of a material fact contained any representation, warranty, covenant, obligation or agreement made by the Company in any preliminary prospectus Transaction Document or (if used prior to the effective date b) any cause of action, suit or claim brought or made against any Investor Party by a third party (including for these purposes a derivative action brought on behalf of the registration statement), the registration statement or the prospectus (as from time to time amended Company) and supplemented), or in any application or other document executed by PHT or based upon written information furnished by PHT filed in any jurisdiction in order to qualify PHT's securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue resulting from (i) the execution, delivery, performance or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to PHT by or on behalf enforcement of the Investor expressly for use in connection therewith or arising out of any action or inaction of the Investor; Transaction Documents, (ii) Subject any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of such Investor Party or holder of the Securities as an investor in the Company pursuant to the proviso contained in Subsection (i) abovetransactions contemplated by the Transaction Documents; provided, against any and all loss, liability, claim, damage and expense whatsoever that an Investor Party shall not be entitled to indemnification to the extent any of the aggregate amount paid in settlement foregoing is caused by such Investor Party’s gross negligence, material violation of law or regulation or willful misconduct. In addition to the indemnity contained herein, the Company will reimburse each Investor Party for its reasonable out-of-pocket legal and other expenses (including the reasonable out-of-pocket cost of any litigationinvestigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any preparation and all expense whatsoever reasonably travel in connection therewith) as incurred in investigatingconnection therewith, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of PHT; and (iii) In no case shall PHT be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party unless PHT shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, as promptly as practicable after such person shall have been served with the summons or other legal process giving information as to the nature expenses are incurred and basis of the claim. The failure to so notify PHT, if prejudicial in any material respect to PHT's ability to defend such claim, shall relieve PHT from its liability to the indemnified person under this Section 5.6, but only to the extent that PHT was prejudiced. The failure to so notify PHT shall not relieve PHT from any liability which it may have otherwise than on account of this indemnity agreement. PHT shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory to the Investor Indemnified Party in any suit so brought. In the event PHT elects to assume the defense of any such suit and retain such counsel, the Investor Indemnified Party in the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes that there may be available to it any defense or counterclaim different than those available to PHT or that representation of the Investor Indemnified Party by counsel for PHT presents a conflict of interest for such counsel, then the Investor Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and PHT shall bear the fees, expenses and other costs of such separate counselinvoiced.

Indemnification of the Investor. Subject to the conditions set forth below, in connection with any registration of the Common Shares pursuant to this Section 5, PHT The Company agrees to indemnify and hold harmless the Investor, any underwriter for the offering and each of their officers the Investors and directors its owners, officers, directors, managers, members, agents, advisors, successors and agents and each other person, if any, who controls Investor or their underwriter assigns (each, an "Investor “Indemnified Party"”), within against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the meaning Securities Act or otherwise (including in settlement of Section 15 any litigation if such settlement is effected with the written consent of the Securities ActCompany, insofar as follows: such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior the Registration Statement, including the information deemed to the effective date be a part of the registration statementRegistration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations promulgated under the Securities Act, if applicable, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), the registration statement or the prospectus (as from time to time amended and supplemented), any Issuer Free Writing Prospectus or in any application materials or other document executed information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to investors by PHT the Company (whether in person or electronically) or arise out of or are based upon written information furnished by PHT filed in any jurisdiction in order to qualify PHT's securities under the securities laws thereof, or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; or (ii) in whole or in part upon any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT inaccuracy in the course representations and warranties of preparing, filing, the Company contained herein; or implementing such registered offering(iii) in whole or in part upon any failure of the Company to perform their respective obligations hereunder or under law; provided, however, that the indemnity agreement contained in this section Company shall not apply be liable in any such case to the extent that any such loss, claim, damage, liability or action arising arises out of or is based upon any an untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus Supplement in reliance upon and in conformity with any written information furnished in writing to PHT the Company by or on behalf of the Investor expressly Indemnified Party, specifically for use in connection therewith the preparation thereof. In addition to their other obligations under this Section 9(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or arising other proceeding brought or threatened against the Indemnified Party and which arises out of any action or inaction of the Investor; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (includingomission, but not limited toor any alleged statement or omission, any and described in this Section 9(a), they will reimburse each Indemnified Party on a monthly basis for all expense whatsoever reasonably reasonable legal fees or other expenses incurred in investigating, preparing connection with investigating or defending against any such litigation or claim) if such settlement is effected with the written consent of PHT; and (iii) In no case shall PHT be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party unless PHT shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The failure to so notify PHT, if prejudicial in any material respect to PHT's ability to defend such claim, shall relieve PHT from its liability to the indemnified person under this Section 5.6, but only to the extent that PHT was prejudiced. The failure to so notify PHT shall not relieve PHT from any liability which it may have otherwise than on account of this indemnity agreement. PHT shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT elects action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to assume the defensepropriety and enforceability of the Company’s obligation to reimburse such Indemnified Party for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party that received such defense payment shall promptly return it to the party or parties that made such payment, together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by The Wall Street Journal (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request. This indemnity agreement shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory in addition to any liabilities which the Investor Indemnified Party in any suit so brought. In the event PHT elects to assume the defense of any such suit and retain such counsel, the Investor Indemnified Party in the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes that there Company may be available to it any defense or counterclaim different than those available to PHT or that representation of the Investor Indemnified Party by counsel for PHT presents a conflict of interest for such counsel, then the Investor Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and PHT shall bear the fees, expenses and other costs of such separate counselotherwise have.

Indemnification of the Investor. Subject to the conditions set forth below, in connection with any registration of the Common Shares pursuant to this Section 5, PHT agrees to indemnify and hold harmless the Investor, any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls Investor or their underwriter (each, an "“Investor Indemnified Party"”), within the meaning of Section 15 of the Securities Act, as follows: (i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by PHT or based upon written information furnished by PHT filed in any jurisdiction in order to qualify PHT's securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by PHT in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to PHT by or on behalf of the Investor expressly for use in connection therewith or arising out of any action or inaction of the Investor; (ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any such litigation or claim) if such settlement is effected with the written consent of PHT; and (iii) In no case shall PHT be liable under this indemnity agreement with respect to any claim made against any Investor Indemnified Party unless PHT shall be notified, by letter or by facsimile confirmed by letter, of any action commenced against such Investor Indemnified Party, promptly after such person shall have been served with the summons or other legal process giving information as to the nature and basis of the claim. The failure to so notify PHT, if prejudicial in any material respect to PHT's ability to defend such claim, shall relieve PHT from its liability to the indemnified person under this Section 5.65.5, but only to the extent that PHT was prejudiced. The failure to so notify PHT shall not relieve PHT from any liability which it may have otherwise than on account of this indemnity agreement. PHT shall be entitled to participate at its own expense in the defense of any suit brought to enforce any such claim, but if PHT elects to assume the defense, such defense shall be conducted by counsel chosen by it, provided such counsel is reasonably satisfactory to the Investor Indemnified Party in any suit so brought. In the event PHT elects to assume the defense of any such suit and retain such counsel, the Investor Indemnified Party in the suit shall, after the date they are notified of such election, bear the fees and expenses of any counsel thereafter retained by them, as well as any other expenses thereafter incurred by them in connection with the defense thereof; provided, however, that if the Investor Indemnified Party reasonably believes that there may be available to it any defense or counterclaim different than those available to PHT or that representation of the Investor Indemnified Party by counsel for PHT presents a conflict of interest for such counsel, then the Investor Indemnified Party shall be entitled to defend such suit with counsel of its own choosing and PHT shall bear the fees, expenses and other costs of such separate counsel.