Common use of Indemnification of the Placement Agents Clause in Contracts

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses or liabilities, joint or several, to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each all of the Placement AgentAgents, its their respective affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls controlling such Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the successors directors, officers, agents and assigns employees of all of the foregoing personssuch Placement Agent, their respective affiliates and each such controlling person (each Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, expenses or liabilitiesjudgments, joint or severalassessments, to which such person may become subject, under the Securities Actcosts and other liabilities (collectively, the Exchange Act“Liabilities”), or other federal or state statutory law or regulationand shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the common law “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or otherwise (including in settlement of defending any litigation if such settlement actions, whether or not any Indemnified Person is effected with the written consent of the Company)a party thereto, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, in any Issuer Free Writing Prospectus or in (as from time to time each may be amended and supplemented); (ii) any materials or information provided to Investors investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”)Offering, including any roadshow “road show” or investor presentations made to Investors investors by the Company (whether in person or electronically); or (iii) any application or arise out of other document or are written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission to state therein therefrom 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, and will reimburse unless such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementreliance upon, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agentwith, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Informationinformation. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Agents against any losses, claims, damages, expenses damages or liabilities, joint or several, to which such person Placement Agents may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus or in any materials or information provided to Investors 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 investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law, and shall reimburse the Placement Agents promptly upon demand for any documented legal fees or other expenses reasonably incurred by the Placement Agents in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise reasonably incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that with respect to clause (i) above the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplementsupplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any the Placement AgentAgents, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information.

Indemnification of the Placement Agents. (1) The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates officers and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such any Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Act against any lossesloss, claimsclaim, damagesdamage, expenses liability or liabilitiesexpense, joint or severalas incurred, to which such Placement Agent or such controlling person may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, the or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow information deemed to be a part thereof pursuant to Rule 430A, Rule 430B and Rule 430C under the Securities Act, or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iiiiv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; providedor (v) upon any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, howeveror relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable in any such case under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its bad faith or willful misconduct; and to reimburse each Placement Agent and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, expenseliability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or action arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agent, specifically Agent directly or through the Representative expressly for use in the preparation thereofRegistration Statement, which information any Issuer Free Writing Prospectus, any preliminary prospectus or the parties hereto agree is limited Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 9(a)(1) shall be in addition to any liabilities that the Placement Agents’ InformationCompany may otherwise have.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each of the Placement AgentAgents, its affiliates and each of its respective directors and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such Placement Agent Agents within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint such Placement Agents or several, to which any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any Preliminary Prospectus, amendment thereto or the Disclosure Package, omission or alleged omission to state a material fact required to be stated therein or necessary to make the Prospectus, statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by), or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse such Placement Agent Agents and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it such Placement Agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in the Registration Statementomitted from, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information concerning such Placement Agents furnished in writing by or on behalf of such Placement Agents to the Company by any Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agents’ InformationAgent Information (as defined in Section 7 hereof), or (iii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished by or on behalf of the Company with its approval including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by the Company (whether in person or electronically) or in connection with the marketing of the Securities.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement AgentAgents, its their affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls controlling such Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the successors directors, officers, agents and assigns of all employees of the foregoing personsPlacement Agents, their affiliates and each such controlling person (the Placement Agents, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, expenses or liabilitiesjudgments, joint or severalassessments, to which such person may become subject, under the Securities Actcosts and other liabilities (collectively, the Exchange Act“Liabilities”), or other federal or state statutory law or regulationand shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the common law “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or otherwise (including in settlement of defending any litigation if such settlement actions, whether or not any Indemnified Person is effected with the written consent of the Company)a party thereto, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, in any Issuer Free Writing Prospectus or in (as from time to time each may be amended and supplemented); (ii) any materials or information provided to Investors investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”)Offering, including any roadshow “road show” or investor presentations made to Investors investors by the Company (whether in person or electronically); or (iii) any application or arise out of other document or are written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission to state therein therefrom 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, and will reimburse unless such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementreliance upon, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agentwith, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Informationinformation. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each the Placement AgentAgents, its affiliates their directors and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such the Placement Agent Agents within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint the Placement Agents or several, to which any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise otherwise, (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any Preliminary Prospectus, untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Prospectus, Prospectus (or any amendment or supplement theretothereto including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the written 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 the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse the Placement Agents and each such Placement Agent controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it the Placement Agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or , (iii) any untrue statement or alleged untrue statement made by the Company in whole Section 3 hereof or in part upon any the failure of by the Company to perform its obligations hereunder when and as required any agreement or under lawcovenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the written approval of the Company or based upon written information furnished by or on behalf of the Company in conformity with the form and substance of such information as furnished including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to Investors by the Company (whether in person or electronically) or in connection with the marketing of the Shares; provided, however, that the Company foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in omitted from the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information concerning the Placement Agents furnished in writing by or on behalf of the Placement Agents to the Company by any Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agents’ Agents Information.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement AgentAgents, its their affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls controlling such Placement Agent Agents (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the successors directors, officers, agents and assigns of all employees of the foregoing personsPlacement Agents, their affiliates and each such controlling person (the Placement Agents, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, expenses or liabilitiesjudgments, joint or severalassessments, to which such person may become subject, under the Securities Actcosts and other liabilities (collectively, the Exchange Act“Liabilities”), or other federal or state statutory law or regulationand shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the common law “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or otherwise (including in settlement of defending any litigation if such settlement actions, whether or not any Indemnified Person is effected with the written consent of the Company)a party thereto, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, in any Issuer Free Writing Prospectus or in (as from time to time each may be amended and supplemented); (ii) any materials or information provided to Investors investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”)Offering, including any roadshow “road show” or investor presentations made to Investors investors by the Company (whether in person or electronically); or (iii) any application or arise out of other document or are written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission to state therein therefrom 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, unless such statement or omission was made in reliance upon, and will reimburse such in conformity with, the Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such lossAgents’ Information. Notwithstanding the foregoing, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person’s (x) gross negligence or willful misconduct in connection with any such case of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning the extent that any such loss, claim, damage, expense, liability Company in connection with the offer or action arises out sale of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made the Securities in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any Offering which were not authorized for such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to use by the Company by any Placement Agent, specifically and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person for use all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the preparation thereof, which information same rights to enforce the parties hereto agree is limited indemnification that each Indemnified Person would have if he was a party to the Placement Agents’ Informationthis Agreement.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Agents against any losses, claims, damages, expenses damages or liabilities, joint or several, to which such person Placement Agents may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus or in any materials or information provided to Investors 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 investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its their respective obligations hereunder or under law, and shall reimburse the Placement Agents promptly upon demand for any documented legal fees or other expenses reasonably incurred by the Placement Agents in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise reasonably incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred); provided, however, that with respect to clause (i) above, the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplementsupplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any the Placement AgentAgents, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement AgentAgents, its affiliates and each of its and their respective directors, officers, members, officers and employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such the Placement Agent Agents within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Act against any lossesloss, claimsclaim, damagesdamage, expenses liability or liabilitiesexpense, joint or severalas incurred, to which such Placement Agents or such controlling person may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, the or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based upon is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein therefrom 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, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any material inaccuracy in the representations and warranties of the Company contained herein; or (iiiiv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under applicable law; providedor (v) any act or failure to act or any alleged act or failure to act by any Placement Agents in connection with, howeveror relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable in any such case under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment of a court or arbitrator of competent jurisdiction that such loss, claim, damage, liability or action resulted from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its willful misconduct or gross negligence; and to reimburse such Placement Agents and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel to the Placement Agents) as promptly as such expenses are reasonably incurred by such Placement Agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, expenseliability, expense or action that is subject to these indemnification and reimbursement provisions; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or action arises expense to the extent, but only to the extent (a) arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any either Placement Agent, specifically Agent expressly for use in the preparation thereofRegistration Statement, which information the parties hereto agree is limited Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or (b) settled without the Company’s prior written consent (not to the Placement Agents’ Informationbe unreasonably withheld).

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold the Placement Agents harmless each Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses damages or liabilities, joint or several, liabilities (“Losses”) to which such person either or both of the Placement Agents may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the General Disclosure Package, Package or the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus or in any materials or information provided to Investors byProspectus, 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 the Company (whether in person or electronicallyii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any breach of the representations, warranties and agreements of the Company contained herein, and will reimburse such the Placement Agent Agents for any legal or other expenses reasonably incurred by it then in connection with investigating or defending against such loss, claim, damage, liability, expense Losses (or action; or (ii) actions in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under lawrespect thereof); provided, however, that the Company shall not be liable to a Placement Agent in any such case to the extent that any such loss, claim, damage, expense, liability Losses (or action actions in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the General Disclosure Package, Package or the Prospectus, or any such amendment or supplementsupplement thereto, or in any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished the Placement Agent Information provided by such Placement Agent. In addition to its other obligations under this Section 6(a), the Company by any Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to agrees that it will reimburse the Placement Agents’ InformationAgents for all legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, described in this Section 6(a), as such fees and expenses are incurred.

Indemnification of the Placement Agents. (i) The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates officers and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Act against any lossesloss, claimsclaim, damagesdamage, expenses liability or liabilitiesexpense, joint or severalas incurred, to which such Placement Agent or such controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based is based: (A) upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow information deemed to be a part thereof pursuant to Rule 430A, Rule 430B and Rule 430C under the Act, or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, and will reimburse such Placement Agent for any legal Issuer Free Writing Prospectus, any Prospectus Supplement or other expenses reasonably incurred by it any Incorporated Document (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in connection with investigating or defending against such lossorder to make the statements therein, claimin the light of the circumstances under which they were made, damage, liability, expense or actionnot misleading; or (iiC) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iiiD) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; providedor (E) upon any act or failure to act or any alleged act or failure to act by such Placement Agent in connection with, howeveror relating in any manner to, the Shares or an Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (A), (B), (C) or (D) above, provided that the Company shall not be liable in any such case under this clause (E) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by such Placement Agent) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, expenseliability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or action arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any such Placement Agent, specifically Agent expressly for use in the preparation thereofRegistration Statement, which information the parties hereto agree is limited to the Placement Agents’ InformationBase Prospectus, any Issuer Free Writing Prospectus or any Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agents. The In consideration of the Placement Agents’ execution and delivery of, and the performance of their respective obligations under, this Agreement, and in addition to all of the Company’s other obligations under the Offering Documents, the Company agrees to indemnifyshall defend, defend indemnify and hold harmless each Placement Agent, its affiliates and each of its and their respective directorsAffiliates, officerseach Person, membersif any, employees, representatives and agents and its affiliates, and each who controls either Placement Agent or any of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such Placement Agent Affiliates within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each of their directors, officers, partners, members, shareholders, direct or indirect investors, employees, representatives and agents (including, without limitation, those attorneys, sub-placement agents and other agents retained by the successors Placement Agents or any such other Person in connection with the transactions contemplated by this Agreement and assigns of all of the foregoing personsother Offering Documents) (collectively, the “Placement Agent Indemnified Parties,” and each a “Placement Agent Indemnified Party”), from and against any losses, and all claims, damagesactions, expenses causes of action, suits, proceedings (including, without limitation, as a party in interest or liabilitiesotherwise in any action or proceeding for injunctive or other equitable relief), joint including, without limitation, any and all derivative actions brought on behalf of the Company or severalany Subsidiary, and any and all civil, criminal or regulatory investigations, whether formal or informal, to which such person any Placement Agent Indemnified Party may become subjectsubject (irrespective of whether any such Placement Agent Indemnified Party is a party, under the Securities Act, the Exchange Actthreatened to be made a party, or other federal a witness to the claim, action, cause of action, suit, proceeding or state statutory law or regulationinvestigation for which indemnification hereunder is sought), the common law or otherwise and all damages, losses, liabilities and expenses (including the reasonable fees and expenses of counsel) incurred by any Placement Agent Indemnified Party (including, without limitation, in settlement of any litigation if such settlement is effected claim, action, cause of action, suit, proceeding or investigation), in each case as incurred (collectively, a “Claim”), as a result of, or arising out of, or relating to (i) any misrepresentation, inaccuracy or breach of any representation or warranty made by the Company or any Subsidiary in this Agreement or in the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in this Agreement or in the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, (iii) the execution, delivery, performance or enforcement of this Agreement or the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, (iv) any transaction financed or to be financed in whole or in part, directly or indirectly, with the written consent proceeds of the Company)issuance of the Securities, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (iv) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement, any Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein therefrom 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, and will reimburse (vi) the status of such Placement Agent for Indemnified Party as a holder of any legal equity or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties debt securities of the Company contained herein; or (iii) in whole or in part upon any failure of its subsidiaries, including, without limitation, any of the Company Securities or the Placement Agents Securities, or as a party (or agent or attorney of such party) to perform its obligations hereunder this Agreement, (vii) any act or under law; providedfailure to act or any alleged act or failure to act by any Placement Agent Indemnified Party in connection with, howeveror relating in any manner to, the Securities, the Offering or any of the transactions contemplated by this Agreement, provided that the Company shall not be liable in any such case under this clause (vii) to the extent that any a court of competent jurisdiction shall have determined by a final, non-appealable judgment that such lossclaim, claimaction, cause of action, suit, proceeding, investigation, damage, expenseloss, liability or action arises out expense resulted exclusively from the bad faith or willful misconduct of such Placement Agent Indemnified Party; and to reimburse such Placement Agent Indemnified Party for any and all expenses (including the reasonable fees and disbursements of counsel chosen by such Placement Agent Indemnified Party) as such expenses are incurred by such Placement Agent Indemnified Party in connection with investigating, defending, settling, compromising or is based upon an untrue statement paying any such claim, action, cause of action, suit, proceeding, investigation, damage, loss, liability or alleged untrue statement or omission or alleged omission made in expense. To the Registration Statement, extent that the foregoing undertaking by the Company may be unenforceable for any Preliminary Prospectusreason, the Disclosure Package, Company shall make the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished maximum contribution to the Company by any Placement Agent, specifically for use in payment and satisfaction of each of the preparation thereof, Indemnified Liabilities which information the parties hereto agree is limited to the Placement Agents’ Informationpermissible under applicable law.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend will indemnify and hold harmless each Placement Agent, its affiliates and each of its and their respective affiliates, directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person person, if any, who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, Act from and against any losses, claims, damages, expenses damages or liabilities, joint or several, to which such person Placement Agent may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, Statement or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such each Placement Agent for any legal or other expenses reasonably incurred by it such Placement Agent in connection with investigating or defending against any such loss, claim, damage, liability, expense action or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties claim as such expenses are incurred within 45 days of the Company contained herein; or (iii) in whole or in part upon any failure receipt of the Company to perform its obligations hereunder or under lawreasonably detailed invoices therefore; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, damage or liability or action arises out of or is based upon the willful misconduct or gross negligence of any Placement Agent or an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, Statement or the Disclosure Package, the Prospectus, Prospectus or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement in reliance upon and in conformity with written information furnished to the Company by any Placement AgentAgent or their agents, specifically including legal counsel, expressly for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Informationtherein.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses damages or liabilities, joint or several, to which such person any Placement Agent may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock Shares (“Marketing Materials”), including any roadshow or investor presentations made to Investors investors by the Company (whether in person or electronically), (ii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any breach of the representations and warranties of the Company contained herein, and will reimburse such each Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense liability or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any a Placement Agent, Agent specifically for use in the preparation thereof. In addition to its other obligations under this Section 7(a), which information the parties hereto agree is limited to the Company agrees that it will reimburse each Placement Agents’ InformationAgent for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, described in this Section 7(a), as such fees and expenses are incurred.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each any person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses or liabilities, joint or several, to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates officers and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such any Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Act against any lossesloss, claimsclaim, damagesdamage, expenses liability or liabilitiesexpense, joint or severalas incurred, to which such Placement Agent or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Units have been offered or sold or at common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Companylitigation), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Units or the offering contemplated hereby, and will reimburse which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its bad faith or willful misconduct, and to reimburse each Placement Agent and each such officer, employee and controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by it such Placement Agent or such officer, employee or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any the Placement Agent, specifically Agents expressly for use in the preparation thereofRegistration Statement, which any preliminary prospectus, the Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the parties hereto agree is limited Placement Agents to the Placement Agents’ InformationCompany consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives employees and agents (including, without limitation, Lazard Freres & Co. LLC (which will provide services to LCM) and its affiliates, and each of its and their respective directors, officers, membersemployees and agents, employees, representatives and agents and each person person, if any, who controls such Lazard Freres & Co. LLC within the meaning of the Securities Act and the Exchange Act, and each person, if any, who controls any Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange ActAct (collectively, and including the successors and assigns of all of Placement Agents, the foregoing persons, from and "Placement Agent Indemnified Parties")) against any lossesloss, claimsclaim, damagesdamage, expenses liability or liabilitiesexpense, joint or severalas incurred, to which such Placement Agent Indemnified Party person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Company's Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of 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 to reimburse each Placement Agent Indemnified Party for any and all expenses (including the fees and disbursements of counsel chosen by the Placement Agents) as such expenses are reasonably incurred by such Placement Agent for any legal or other expenses reasonably incurred by it Indemnified Party in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii. The indemnity agreement set forth in this Section 8(a) shall be in whole or in part upon addition to any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, liabilities that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Informationmay otherwise have.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates and each of its and their respective affiliates, directors, officers, members, employees, representatives employees and agents and its affiliatesagents, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such any Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Act against any lossesloss, claimsclaim, damagesdamage, expenses liability or liabilitiesexpense, joint or severalas incurred, to which such Placement Agent or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and will which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and to reimburse each Placement Agent and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by such Placement Agent for any legal or other expenses reasonably incurred by it such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information relating to any Placement Agent furnished to the Company by any Placement Agent, specifically the Representatives in writing expressly for use in the preparation thereofRegistration Statement, which the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the parties hereto agree is limited information described in Section 9(b) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Placement Agents’ InformationCompany may otherwise have.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates affiliates, directors and officers and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any and all losses, claims, damagesdamages and liabilities (including, without limitation, reasonable and documented legal fees and other expenses reasonably incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in the Registration StatementProspectus (or any amendment or supplement thereto), any Preliminary Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), any Pricing Disclosure Package, Package (including any Pricing Disclosure Package that has subsequently been amended) or any other materials provided by the ProspectusCompany to the Investors, or caused by any such amendment omission or supplement, any Issuer Free Writing Prospectus or alleged omission to state therein a material fact necessary in any Marketing Materialsorder to make the statements therein, in reliance upon and in conformity with written information furnished to light of the Company by any Placement Agentcircumstances under which they were made, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Informationnot misleading.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement AgentAgents, its affiliates their respective affiliates, directors, officers and employees, and agents who have or who are alleged to have participated in the distribution of the Securities as Placement Agents and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such the Placement Agent Agents within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Act against any and all losses, claims, damages, expenses damages or liabilities, joint or several, to which such person they or any of them may become subject, subject under the Securities Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation, the at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon on (i) the breach of any representation, warranty, covenant or agreement made by the Company herein or in the Purchase Agreements or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment a material omission by or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, on behalf of the Company in connection with for the marketing purpose of offering and selling the offering of Securities pursuant to the Common Stock Purchase Agreements; provided that this indemnity shall not apply (“Marketing Materials”), including any roadshow or investor presentations made x) to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against extent that such loss, claim, damage, liability, expense or action; damage resulted from the bad faith, willful misconduct or gross negligence of the Placement Agents or (iiy) in whole or in part upon to any inaccuracy in matter for which the representations and warranties of Placement Agents agree to indemnify the Company contained herein; or (iii) hereunder. This indemnity agreement will be in whole or in part upon addition to any failure of liability which the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Informationmay otherwise have.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each the Placement AgentAgents, its affiliates their directors and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such the Placement Agent Agents within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint the Placement Agents or several, to which any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise otherwise, (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any Preliminary Prospectus, untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Prospectus, Prospectus (or any amendment or supplement theretothereto including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus or in any materials or information provided to Investors byProspectus, 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 the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse the Placement Agents and each such Placement Agent controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it the Placement Agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; , or (iii) any untrue statement or alleged untrue statement made by the Company in whole Section 2 hereof or in part upon any the failure of by the Company to perform its obligations hereunder or under lawlaw in connection with the transactions contained herein; provided, however, that the Company foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an (x) any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in omitted from the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, or any Issuer Free Writing Prospectus or in any Marketing MaterialsProspectus, in reliance upon and in conformity with written information concerning the Placement Agents furnished in writing by or on behalf of the Placement Agents to the Company by any Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agents’ InformationAgents Information or (y) the failure by the Placement Agents to deliver information furnished by the Company to correct a misstatement or omission in the Registration Statement, the Disclosure Package, the Prospectus, or any such amendment or supplement or any Issuer Free Writing Prospectus, provided that such information would have corrected the misstatement or omission.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such any Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Placement Agent within the successors and assigns meaning of all of Rule 405 under the foregoing persons, Securities Act from and against any losses, claims, damages, expenses or liabilities, joint or several, to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such and all losses, claims, damages or and liabilities (including, without limitation, any legal or actions other expenses reasonably incurred in respect thereofconnection with defending or investigating any such action or claim) arise caused by, arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or any Preliminary Prospectus, the Disclosure Package, the Prospectusamendment thereof, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Placement Agent for (ii) any legal untrue statement or other expenses reasonably incurred by it alleged untrue statement of a material fact contained in connection with investigating any Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus, any issuer information that the Company has filed, or defending against such lossis required to file, claimpursuant to Rule 433(d) of the Securities Act, damageany road show not constituting a free writing prospectus, liabilityor the Prospectus or any amendment or supplement thereto, expense or action; any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which there were made, not misleading or (iiiii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; herein or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case under this Section 6(a) to the extent that any such losslosses, claimclaims, damagedamages or liabilities are caused by, expense, liability or action arises arise out of or is are based upon an any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, therein in reliance upon and in conformity with written information relating to any Placement Agent furnished to the Company in writing by any such Placement Agent, specifically Agent through the Lead Placement Agent expressly for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Informationtherein.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each of the Placement AgentAgents, its affiliates and each of its respective directors and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such Placement Agent Agents within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint such Placement Agents or several, to which any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any Preliminary Prospectus, amendment thereto or the Disclosure Package, omission or alleged omission to state a material fact required to be stated therein or necessary to make the Prospectus, statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by), or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse such Placement Agent Agents and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it such Placement Agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in the Registration Statementomitted from, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information concerning such Placement Agents furnished in writing by or on behalf of such Placement Agents to the Company by any Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agents’ InformationAgent Information (as defined in Section 7 hereof), (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished by or on behalf of the Company with its approval including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by the Company (whether in person or electronically) or in connection with the marketing of the Securities.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Agents against any losses, claims, damages, expenses damages or liabilities, joint or several, to which such person Placement Agents may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), any Issuer Free Writing Prospectus or in any materials or information provided to Investors 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 investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such each Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense liability or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any the Placement AgentAgents, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information.

Indemnification of the Placement Agents. The Subject to the conditions set forth below, the Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates and each dealer selected by each Placement Agent that participates in the offer and sale of the Securities (each a “Selected Dealer”) and each of its and their respective directors, officers, members, employees, representatives officers and agents and its affiliates, employees and each of its and their respective directorsPerson, officersif any, members, employees, representatives and agents and each person who controls such Placement Agent or any Selected Dealer (“Controlling Person”) within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between such Placement Agent and the successors Company or between such Placement Agent and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses third party or liabilities, joint or several, otherwise) to which such person they or any of them may become subject, subject under the Securities Act, the Exchange Act, Act or any other federal statute or state statutory law or regulation, the at common law or otherwise (including in settlement or under the laws of any litigation if such settlement is effected with the written consent of the Company)foreign countries, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in the Canadian Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to Investors investors by, or with the approval of, the Company in connection with the marketing of the offering Offering of the Common Stock (“Marketing Materials”)Securities, including any roadshow “road show” or investor presentations made to Investors investors by the Company (whether in person or electronically); or (iii) any application or arise out of other document or are written communication (in this Article VI, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Trading Market or any securities exchange; or the omission or alleged omission to state therein therefrom 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, and will reimburse unless, in each case, such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company with respect to the applicable Placement Agent by any or on behalf of such Placement Agent, specifically Agent expressly for use in the preparation thereofRegistration Statement, which information the parties hereto agree is limited Prospectus or the Canadian Prospectus, or any amendment or supplement thereto, or in any application, as the case may be. The Company agrees promptly to notify each Placement Agent of the Placement Agents’ Informationcommencement of any litigation or Proceedings against the Company or any of its officers, directors or Controlling Persons in connection with the issue and sale of the Closing Securities or in connection with the Registration Statement, the Prospectus or the Canadian Prospectus.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each Placement Agent, its affiliates and affiliates, each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each any person who controls such a Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each a “Control Person”), and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses or liabilities, joint or several, to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors Purchasers by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock Shares (“Marketing Materials”), including any roadshow or investor presentations made to Investors Purchasers by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such Placement Agent person for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any a Placement AgentAgent or its representatives or agents, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement AgentAgents, its their affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls controlling such Placement Agent Agents (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the successors directors, officers, agents and assigns of all employees of the foregoing personsPlacement Agents, their affiliates and each such controlling person (the Placement Agents, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, expenses or liabilitiesjudgments, joint or severalassessments, to which such person may become subject, under the Securities Actcosts and other liabilities (collectively, the Exchange Act“Liabilities”), or other federal or state statutory law or regulationand shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the common law “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or otherwise (including in settlement of defending any litigation if such settlement actions, whether or not any Indemnified Person is effected with the written consent of the Company)a party thereto, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, in any Issuer Free Writing Prospectus or in (as from time to time each may be amended and supplemented); (ii) any materials or information provided to Investors investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”)Offering, including any roadshow “road show” or investor presentations made to Investors investors by the Company (whether in person or electronically); or (iii) any application or arise out of other document or are written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission to state therein therefrom 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, unless such statement or omission was made in reliance upon, and will reimburse such in conformity with, the Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such lossAgents’ information. Notwithstanding the foregoing, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable responsible for any Liabilities or Expenses of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person’s (x) gross negligence or willful misconduct in connection with any such case of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning the extent that any such loss, claim, damage, expense, liability Company in connection with the offer or action arises out sale of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made the Securities in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any Offering which were not authorized for such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to use by the Company by any Placement Agent, specifically and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person for use all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the preparation thereof, which information same rights to enforce the parties hereto agree is limited indemnification that each Indemnified Person would have if he was a party to the Placement Agents’ Informationthis Agreement.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates officers and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Act against any lossesloss, claimsclaim, damagesdamage, expenses liability or liabilitiesexpense, joint or severalas incurred, to which such Placement Agent or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Units have been offered or sold or at common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Companylitigation), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement, the Time of Sale Prospectus, any Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by the Placement Agents in connection with, or relating in any manner to, the Units or the offering contemplated hereby, and will reimburse which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Placement Agent through its gross negligence or willful misconduct, and to reimburse each Placement Agent and each such officer, employee and controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by it such Placement Agent or such officer, employee or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any the Placement Agent, specifically Agents expressly for use in the preparation thereofRegistration Statement, which the Preliminary Prospectus Supplement, any Permitted Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the parties hereto agree is limited Placement Agents to the Placement Agents’ InformationCompany consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents (in the case of LCM including, without limitation Lazard Frères & Co. LLC, (which will provide services to LCM) and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person, if any, who controls Lazard Frères & Co. LLC within the meaning of Section 15 of the Securities Act or Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) and any person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses or liabilities, joint or several, to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each of the Placement AgentAgents, its affiliates respective directors and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint such Placement Agent or several, to which any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise otherwise, (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in the Prospectus (or any materials amendment or information provided to Investors bysupplement thereto), 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 the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse such Placement Agent and each such controlling person for any legal or other and all reasonable expenses reasonably (including reasonable fees and disbursements of counsel) as such expenses are incurred by it such Placement Agent or such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in the Registration Statementomitted from, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company by any Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agents’ InformationAgent Information (as defined in Section 7), (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished by or on behalf of the Company with its approval including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by the Company (whether in person or electronically) or in connection with the marketing of the Securities.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each Placement Agent, its affiliates directors and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any lossesloss, claimsdamage, damagesclaim or liability, expenses which, jointly or liabilitiesseverally, joint each Placement Agent or several, to which any such person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise otherwise, (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsdamage, damages claim or liabilities liability (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in the Prospectus (or any materials amendment or information provided to Investors bysupplement thereto), 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 the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading; and, in the case of (i) and will (ii) above, to reimburse any Placement Agent and each such controlling person for any and all reasonable expenses (including reasonable fees and disbursements of counsel) as such expenses are incurred by such Placement Agent for any legal or other expenses reasonably incurred by it such controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company foregoing indemnity shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action expense to the extent, but only to the extent, it arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in the Registration Statementomitted from, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information concerning the Placement Agents furnished in writing by or on behalf of the Placement Agents to the Company by any Placement Agent, specifically expressly for use in the preparation thereoftherein, which information the parties hereto agree is limited to the Placement Agents’ Agents Information, (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished by or on behalf of the Company including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by the Company (whether in person or electronically) or in connection with the marketing of the Shares.

Indemnification of the Placement Agents. The Company agrees (x) to indemnify, defend indemnify and hold harmless each of the Placement AgentAgents, its affiliates and each of its and their respective directors, officers, members, officers and employees, representatives and agents and its affiliates, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls each such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Act against any lossesloss, claimsclaim, damagesdamage, expenses liability or liabilitiesexpense, joint or severalas incurred, to which each such Placement Agents or such controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are based upon is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein therefrom 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, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iiiiv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; providedor (v) any act or failure to act or any alleged act or failure to act by any other placement agents or underwriters in connection with, howeveror relating in any manner to, any Offering under the Registration Statement in which no Placement Agent does or did participate, provided that the Company shall not be liable in any such case to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted from any such acts or failures to act undertaken or omitted to be taken by a Placement Agent through its bad faith, willful misconduct or gross negligence; and (y) to reimburse any such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by such Placement Agent) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, expenseliability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or action arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any such Placement Agent, specifically Agent expressly for use in the preparation thereofRegistration Statement, which information the parties hereto agree is limited to Base Prospectus or the Placement Agents’ InformationProspectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement AgentAgents, its their affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls controlling such Placement Agent Agents (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the successors directors, officers, agents and assigns of all employees of the foregoing personsPlacement Agents, their affiliates and each such controlling person (the Placement Agents, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, expenses or liabilitiesjudgments, joint or severalassessments, to which such person may become subject, under the Securities Actcosts and other liabilities (collectively, the Exchange Act“Liabilities”), or other federal or state statutory law or regulationand shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the common law “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or otherwise (including in settlement of defending any litigation if such settlement actions, whether or not any Indemnified Person is effected with the written consent of the Company)a party thereto, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, in any Issuer Free Writing Prospectus or in (as from time to time each may be amended and supplemented); (ii) any materials or information provided to Investors investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”)Offering, including any roadshow “road show” or investor presentations made to Investors investors by the Company (whether in person or electronically); or (iii) any application or arise out of other document or are written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission to state therein therefrom 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, unless such statement or omission was made in reliance upon, and will in conformity with, the Placement Agent’s information. The Company also agrees to reimburse such Placement Agent each Indemnified Person for any legal or other expenses reasonably all Expenses as they are incurred by it in connection with investigating such Indemnified Person’s enforcement of his or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the representations and warranties of same rights to enforce the Company contained herein; or (iii) in whole or in part upon any failure of the Company indemnification that each Indemnified Person would have if he was a party to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Informationthis Agreement.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless the Placement Agents, each Placement Agentperson, its affiliates and each of its and their respective directorsif any, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such the Placement Agent Agents within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Placement Agent within the successors and assigns meaning of all of Rule 405 under the foregoing persons, Securities Act from and against any losses, claims, damages, expenses or liabilities, joint or several, to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such and all losses, claims, damages or and liabilities (including, without limitation, any legal or actions other expenses reasonably incurred in respect thereofconnection with defending or investigating any such action or claim) arise caused by, arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or any Preliminary Prospectus, the Disclosure Package, the Prospectusamendment thereof, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Placement Agent for (ii) any legal untrue statement or other expenses reasonably incurred by it alleged untrue statement of a material fact contained in connection with investigating any Preliminary Prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus, any issuer information that the Company has filed, or defending against such lossis required to file, claimpursuant to Rule 433(d) of the Securities Act, damageany road show not constituting a free writing prospectus, liabilityor the Prospectus or any amendment or supplement thereto, expense or action; any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which there were made, not misleading or (iiiii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; herein or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case under this Section 7(a) to the extent that any such losslosses, claimclaims, damagedamages or liabilities are caused by, expense, liability or action arises arise out of or is are based upon an any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, therein in reliance upon and in conformity with written information relating to any Placement Agents furnished to the Company in writing by any such Placement Agent, specifically Agent expressly for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Informationtherein.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates and each of its and their respective affiliates, directors, officers, members, employees, representatives employees and agents and its affiliatesagents, and each of its and their respective directorsperson, officersif any, members, employees, representatives and agents and each person who controls such any Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and Act against any lossesloss, claimsclaim, damagesdamage, expenses liability or liabilitiesexpense, joint or severalas incurred, to which such Placement Agent or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Units have been offered or sold or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities expense (or actions in respect thereofthereof as contemplated below) arise arises out of or are is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any material or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Units, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) (“Marketing Material”) or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Units or the offering contemplated hereby, and will which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and to reimburse each Placement Agent and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by such Placement Agent for any legal or other expenses reasonably incurred by it such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending against paying any such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage, expense, liability or action arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information relating to any Placement Agent furnished to the Company by any the Placement Agent, specifically Agents in writing expressly for use in the preparation thereofRegistration Statement, which the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the parties hereto agree is limited information described in Section 9(b) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Placement Agents’ InformationCompany may otherwise have.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement AgentAgents, its their affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls controlling such Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the successors directors, officers, agents and assigns of all employees of the foregoing personsPlacement Agents, their affiliates and each such controlling person (the Placement Agents, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, expenses or liabilitiesjudgments, joint or severalassessments, to which such person may become subject, under the Securities Actcosts and other liabilities (collectively, the Exchange Act“Liabilities”), or other federal or state statutory law or regulationand shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the common law “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or otherwise (including in settlement of defending any litigation if such settlement actions, whether or not any Indemnified Person is effected with the written consent of the Company)a party thereto, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, Prospectus or any amendment or supplement thereto, in any Issuer Free Writing Prospectus or in (as from time to time each may be amended and supplemented); (ii) any materials or information provided to Investors investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”)Offering, including any roadshow “road show” or investor presentations made to Investors investors by the Company (whether in person or electronically); or (iii) any application or arise out of other document or are written communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission or alleged omission to state therein therefrom 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, and will reimburse unless such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementreliance upon, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agentwith, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Informationinformation. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each the Placement AgentAgents, its their affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each any person who controls such each Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses or liabilities, joint or several, to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“"Marketing Materials”"), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such the Placement Agent Agents for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any the Placement AgentAgents, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ ' Information.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each the Placement AgentAgents, its affiliates and each of its and their respective affiliates, directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives partners and agents and each person person, if any, who controls such Placement Agent Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any and all losses, claims, damagesdamages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or liabilitiesproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or caused by any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, Prospectus (or any such amendment or supplementsupplement thereto), any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) any Marketing Materialsuntrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, when considered in conjunction with the Prospectus, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information relating to the Placement Agents furnished to the Company in writing by any Placement Agent, specifically it expressly for use therein, it being understood and agreed that the only such information furnished by the Placement Agents consists of the Placement Agent Information, (iv) the Company’s failure to consummate the New Money Offering or the withdrawal, rescission, termination, amendment or extension of the New Money Offering or any failure on the Company’s part to comply in any material respect with the preparation thereofterms and conditions of the New Money Offering, which information (v) any action or failure to act in connection with the parties hereto agree is limited New Money Offering by the Company or its directors, officers, agents or employees or by an indemnified party at the request or with the consent of the Company or (vi) otherwise related to or arising out of the Placement Agents’ Informationengagement hereunder, except, in the case of clauses (iv), (v) and (vi) only, to the extent such actions or failures to act arise from the Placement Agent’s bad faith, gross negligence or willful misconduct.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates and each of its and their respective affiliates, directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person person, if any, who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses or liabilities, joint or several, to which such person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such and all losses, claims, damages and liabilities, joint or liabilities several (including, without limitation, reasonable fees of outside legal counsel and other expenses reasonably incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred) that arise out of of, or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, Statement or the Disclosure Package, the Prospectus, Prospectus (or any amendment or supplement thereto, ) or any Issuer Free Writing Prospectus or in any materials or information provided to Investors byPreliminary Prospectus, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including caused by any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse except insofar as such Placement Agent for losses, claims, damages or liabilities arise out of, or are based upon, any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written any information furnished to the Company in writing by any Placement Agent, specifically Agent expressly for use therein, it being understood and agreed that the only such information furnished by any Placement Agent consists of the information described as such in subsection (b) below; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Placement Agent to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial sale by such Placement Agent and any such loss, claim, damage or liability of or with respect to such Placement Agent results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the preparation thereofProspectus unless, which information in either case, such failure to deliver the parties hereto agree is limited to Prospectus was a result of non-compliance by the Placement Agents’ InformationCompany with the provisions of Section 4 hereof.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend indemnify and hold the Placement Agents harmless each Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses damages or liabilities, joint or several, to which such person the Placement Agents may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the General Disclosure Package, Package or the Prospectus, or any amendment or supplement thereto, or in any Issuer Free Writing Prospectus Prospectus, or in any materials or information provided to Investors investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock Shares (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronicallyii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any breach of the representations and warranties of the Company contained herein, and will reimburse such the Placement Agent Agents for any legal or other expenses reasonably incurred by it then in connection with investigating or defending against such loss, claim, damage, liability, expense liability or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the General Disclosure Package, Package or the Prospectus, or any such amendment or supplementsupplement thereto, or in any Issuer Free Writing Prospectus Prospectus, or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information. In addition to its other obligations under this Section 6(a), the Company agrees that it will reimburse the Placement Agents for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, described in this Section 6(a), as such fees and expenses are incurred.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend shall indemnify and hold harmless each Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person person, if any, who controls such each Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of (collectively the Exchange Act, “Placement Agent Indemnified Parties” and the successors and assigns of all of the foregoing persons, from and each a “Placement Agent Indemnified Party”) against any lossesloss, claimsclaim, damages, expenses damage or liabilitiesliability, joint or several, or any action in respect thereof, to which such person that Placement Agent Indemnified Party may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof) arise action arises out of or are of, is based upon or is in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, Statement or the Disclosure Package, the Prospectus, Prospectus or in any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronicallyii) or arise out of or are based upon the omission or alleged omission to state therein in the Registration Statement or the Prospectus or in any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any breach of the representations and will reimburse warranties of the Company contained herein or (iv) any act or failure to act, or any alleged act or failure to act, by such Placement Agent in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i), (ii) or (iii) above; (provided that the Company shall not be liable in the case of any matter covered by this clause (iv) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such act or failure to act undertaken or omitted to be taken by such Placement Agent through its gross negligence or willful misconduct), and shall reimburse each Placement Agent Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by it that Placement Agent Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, expense liability or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under lawaction as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission made in from the Registration Statement, any Preliminary Prospectus, Statement or the Disclosure Package, the Prospectus, Prospectus or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, supplement solely in reliance upon and in conformity with written information furnished to the Company by any or on behalf of such Placement Agent, Agent specifically for use therein. This indemnity agreement is not exclusive and will be in addition to any liability which the preparation thereof, Company might otherwise have and shall not limit any rights or remedies which information the parties hereto agree is limited may otherwise be available at law or in equity to the each Placement Agents’ InformationAgent Indemnified Party.

Indemnification of the Placement Agents. The Subject to the conditions set forth below, the Company agrees to indemnify, defend indemnify and hold harmless each Placement Agent, its affiliates Agent and each of its the Dealers, and each of their respective directors, officers, members, employees, representatives and agents and its representatives, partners, shareholders, affiliates, and each of its and their respective directorscounsel, officers, members, employees, representatives and agents and each person person, if any, who controls and such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing personsAct (each an “Indemnified Party”), from and against any and all losses, claims, damagesliabilities, expenses or liabilitiesand damages whatsoever, joint or severalseveral (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing, settling or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Indemnified Parties and the Company or between any of the Indemnified Parties and any third party, or otherwise, whether or not such Indemnified Party is a party thereto)), to which such person it, or any of them, may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law statute or regulation, the at common law or otherwise or under the laws of foreign countries (including in settlement of any litigation if such settlement is effected with the written consent of the Companya “Claim”), insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement made by the Company in Section 3 of a this Agreement, (ii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, (A) any Preliminary ProspectusOffering Circular, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) the Pricing Disclosure PackageMaterials, the Prospectus(C) any Written Testing-the-Waters Communication, (D) any application or other document, or any amendment or supplement thereto, executed by the Company based upon written information furnished by or on behalf of the Company filed in any Issuer Free Writing Prospectus jurisdiction in order to qualify the Shares under the securities or in Blue Sky laws thereof or filed with the Commission or any securities association or securities exchange (each, an “Application”), (E) any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”)Offering, including any roadshow “road show” or investor presentations made to Investors investors by the Company (whether in person or electronically), (iii) or arise out of or are based upon the omission or alleged omission to state therein in the Offering Statement, any Preliminary Offering Circular, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, or any amendment or supplement thereto, or in any Permitted Issuer Information or any Application 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, and will reimburse such Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damageliability, expense, liability expense or action damage arises out from the sale of or the Shares in the offering to any person and is based upon solely on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any Indemnified Party through the Placement Agent, specifically Agents expressly for use inclusion in the preparation thereofOffering Statement, which any Preliminary Offering Circular, the Final Offering Circular, or in any amendment or supplement thereto, it being understood and agreed that the only such information the parties hereto agree is limited to furnished by any Indemnified Party consists of the Placement Agents’ InformationInformation (as defined in Section 8(b) below), or (iv) otherwise arising in connection with or allegedly in connection with the Offering. With respect to any untrue statement or omission or alleged untrue statement or omission made in the Pricing Disclosure Materials, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Indemnified Party to the extent that any loss, liability, claim, damage or expense of such Indemnified Party results from the fact that a copy of the Pricing Disclosure Materials was not given or sent to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Shares to such person as required by the Securities Act and the Securities Act Regulations, and if the untrue statement or omission has been corrected in the Pricing Disclosure Materials, unless such failure to deliver the Pricing Disclosure Materials was a result of non-compliance by the Company with its obligations under Section 4(f) hereof or with the Securities Act and Securities Act Regulations. This indemnity agreement will be in addition to any liability which the Company may otherwise have. The Company also agrees that it will reimburse each Indemnified Party for all fees and expenses (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Indemnified Parties and the Company or between any of the Indemnified Parties and any third party, or otherwise) (collectively, the “Expenses”), and further agrees wherever and whenever possible to advance payment of Expenses as they are incurred by an Indemnified Party in investigating, preparing, pursuing or defending any Claim.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend and hold harmless each Placement Agent, its affiliates directors and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each any person who controls such any Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses or liabilities, joint or several, to which such person each Placement Agent may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (“Marketing Materials”), including any roadshow or investor presentations made to Investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such each Placement Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability, expense or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing Prospectus or in any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by any each Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Information.

Indemnification of the Placement Agents. The Company agrees to indemnify, defend will indemnify and hold harmless each Placement Agent, its affiliates and each of its and their respective directors, officers, members, employees, representatives and agents and its affiliates, and each of its and their respective directors, officers, members, employees, representatives and agents and each person who controls such Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any losses, claims, damages, expenses damages or liabilities, joint or several, to which such person Placement Agent may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, the common law or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company)otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectusthe base prospectus included in the Registration Statement, the Pricing Disclosure Package, Package or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or Prospectus, any “roadshow” as defined in any materials or information provided to Investors by, or with Rule 433(h) under the approval of, the Company in connection with the marketing of the offering of the Common Stock Securities Act (a “Marketing Materialsroadshow”), including any roadshow “issuer information” filed or investor presentations made required to Investors by be filed pursuant to Rule 433(d) under the Company (whether in person or electronically) Securities Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such each Placement Agent for any legal or other expenses reasonably incurred by it such Placement Agent in connection with investigating or defending against any such loss, claim, damage, liability, expense action or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under lawclaim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense, damage or liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectusthe base prospectus included in the Registration Statement, the Pricing Disclosure Package, Package or the Prospectus, or any such amendment or supplementsupplement thereto, or any Issuer Free Writing Prospectus or in any Marketing MaterialsProspectus, in reliance upon and in conformity with written information furnished to the Company by any Placement Agent, specifically for use in the preparation thereof, which information the parties hereto agree is limited to the Placement Agents’ Agent Information.