Common use of By the Company Clause in Contracts

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the The Company will shall indemnify and hold harmless each Selling Holder thereunderthe Agents (for purposes of this Section 7, its directors, officers, managers, partners, employees the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each Persondirector or officer of an Agent, and each person, if any, who controls such Selling Holder any Agent within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which such Selling Holder Indemnified Person they or any of them may become subject subject, under the Securities Act, the Exchange Act or otherwiseany other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such Losses (losses, claims, damages, liabilities or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of of, or are based upon upon, (i) any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or in any amendment thereof or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a prospectusmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will indemnity agreement contained in this Section 7(a) shall not be liable in apply to any such case if and to the extent that losses, claims, damages, liabilities or actions arising out of, or based upon, any such Loss arises out of or is based upon an untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission or alleged omission so was made in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person as herein stated in writing specifically for use Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderCompany may otherwise have.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, the Company will indemnify will, and hereby does, indemnify, hold harmless and defend the Investor, each Selling Holder thereunderPerson, its if any, who controls the Investor, the members, the directors, officers, managers, partners, employees and agents employees, agents, representatives of the Investor and each Person, if any, who controls such Selling Holder the Investor within the meaning of the Securities Act and or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, and its directors, officers, managers, partners, employees or agents (collectively, the an “Selling Holder Investor Indemnified PersonsPerson”), against any losses, claims, damages, expenses or liabilities (including reasonable liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees and fees, amounts paid in settlement or expenses) (collectively, “Losses”), joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which such Selling Holder Indemnified Person any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of any a material fact (in the case of Registration Statement, any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable New Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other registration statement contemplated by this Agreement, “blue sky” laws of any preliminary prospectus, prospectus supplement or final prospectus contained thereinjurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of a prospectusfinal prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which they the statements therein were made) , not misleading, and will (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse each such Selling Holder Investor Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and Claim. Notwithstanding anything to the extent that any such Loss arises contrary contained herein, the indemnification agreement contained in this Section 7(a): (i) shall not apply to a Claim by an Investor Indemnified Person arising out of or is based upon an untrue statement a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Investor Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or alleged any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or alleged omission so supplemented, if such revised prospectus was timely made in conformity with information furnished available by such Selling Holder the Company pursuant to Section 3(c) or Section 3(e), and the Investor Indemnified Person was promptly advised in writing specifically for not to use the incorrect prospectus prior to the use giving rise to a violation and such Investor Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the applicable Registration Statement or other registration statementprior written consent of the Company, or prospectus supplement, as applicablewhich consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder the Investor Indemnified Person, Person and shall survive the transfer of such securities the Registrable Securities by such Selling Holderthe Investor pursuant to Section 10.

By the Company. In The Company agrees to indemnify, to the event fullest extent permitted by law, each Holder of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderbeing sold, its directors, officers, employees, members, managers, partners, employees and agents agents, and each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act and the Exchange Actrules and regulations thereunder) such Holder (each, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder an "Indemnified Persons”), Person") against any all losses, claims, damages, liabilities, and expenses or liabilities (including reasonable attorneys’ legal fees and expensesexpenses and all costs incident to investigation or preparation with respect to such losses, claims, damages, liabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, “the "Losses”)") caused by, joint resulting from, or several, relating to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any Resale Registration Statement, prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement thereof, thereto or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or a fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for except insofar as the same are caused by or contained in any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that information furnished to the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Personin writing expressly for use therein or by such Holder's failure to deliver a copy of the Resale Registration Statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any of the Company's other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors, employees, and shall survive agents and each Person who controls (within the transfer meaning of the Securities Act and the rules and regulations thereunder) such securities by underwriters or such Selling Holderother indemnified Person to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities being sold.

By the Company. In the event of a any registration of any of the Registrable Securities Shares under the Securities 1933 Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls the sellers of such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), Registrable Shares against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which such Selling Holder Indemnified Person sellers may become subject under the Securities 1933 Act, the Exchange Act 1934 Act, state securities laws or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances Registration Statement under which such statement is made) contained in (which, for Registrable Shares were registered under the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement1933 Act, any preliminary prospectus, prospectus supplement or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereof, or any free writing prospectus relating theretoto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, ; and the Company will reimburse each such Selling Holder Indemnified Person sellers for any legal or any other expenses reasonably incurred by them such sellers in connection with investigating, investigating and defending or resolving any such Loss loss, claim, damage, liability or actions or proceedingsaction; providedPROVIDED, howeverHOWEVER, that the Company will not be liable in any such case if and to the extent that any such Loss loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged any untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged omission so made prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in to the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of such Selling Holder Indemnified Personsellers, and shall survive specifically for use in the transfer preparation thereof, or as a result of the failure of such securities by sellers, or any agent of such Selling Holdersellers, to deliver any amendments and supplements to any Registration Statement and the prospectus included in any such Registration Statement (provided such amended or supplemental prospectus has been delivered to sellers or their agent).

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderparticipating therein, its directors, officers, managers, partners, employees and agents agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”)agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedingsproceedings as such expenses are incurred; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in the applicable Registration Statement or other registration statementStatement, or prospectus supplementor any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In The Company represents and warrants to Parent that (A) the event of Company is a registration of any Registrable Securities corporation duly organized, validly existing and in good standing under the Securities Act laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (B) the execution and delivery of this Agreement by the Company and consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the transactions contemplated hereby; (C) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and, assuming this Agreement constitutes a legal, valid and binding obligation of Parent, is enforceable against the Company in accordance with its terms; (D) except for any filings required under the HSR Act, the Company has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Company Shares for Parent to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Company Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (E) upon delivery of the Company Shares and any other securities to Parent upon exercise of the Option, Parent will acquire such Company Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Parent; (F) the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will indemnify and hold harmless each Selling Holder thereundernot, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within (i) conflict with or violate the meaning Certificate of Incorporation or Bylaws or equivalent organizational documents of the Securities Act Company or any of its subsidiaries, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affected; and (G) the execution and delivery of this Agreement by the Company does not, and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out performance of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated this Agreement by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in not, require any such case if and consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderHSR Act.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless harmless, to the fullest extent permitted by law, each Selling Holder thereunderShareholder and each of their respective Affiliates and their respective officers, its directors, officersemployees, managers, partners, employees partners and agents and each Person, if any, Person who controls such Selling Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, ) such Selling Shareholder or such other Person indemnified under this Section 2.8(a) from and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any all losses, claims, damages, expenses liabilities and expenses, whether joint or liabilities several (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, the “Losses”), joint or several, to which such Selling Holder Indemnified Person they are or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common law or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or of, are based upon upon, are caused by or relate to any untrue statement (or alleged untrue statement statement) of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (whichany registration statement, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement prospectus or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement offering circular, offering memorandum or final prospectus contained therein, Disclosure Package (including the Free Writing Prospectus) or any amendment or supplement thereofthereto or any filing or document incidental to such registration or qualification of the securities as required by this Agreement, or any free writing prospectus relating thereto, or arise out of or are based upon the omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified except that no Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that indemnified shall be indemnified hereunder insofar as the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so same are made in conformity with and in reliance on information furnished in writing to the Company by such Selling Holder Indemnified Person in writing specifically concerning such Person expressly for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicabletherein. Such indemnity indemnification obligation shall remain be in full force addition to any liability that the Company may otherwise have to any such indemnified person. In connection with an Underwritten Offering and effect regardless without limiting any of the Company’s other obligations under this Agreement, the Company shall also indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other Person indemnified under this Section 2.8(a) to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Selling Shareholders. Reimbursements payable pursuant to the indemnification contemplated by this Section 2.8(a) will be made by periodic payments during the course of any investigation made by or on behalf of such Selling Holder Indemnified Persondefense, as and shall survive the transfer of such securities by such Selling Holderwhen bills are received or expenses incurred.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderthe Holder, its directors, officers, managers, partners, employees and agents agents, and each Person, if any, who controls such Selling the Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”)agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified the Holder, director, officer, employee, agent or controlling Person thereof may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectusprospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in (whichany Written Testing-the-Waters Communication, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Registration Statement or other registration statement contemplated by this AgreementStatement, any preliminary prospectusprospectus or prospectus supplement, free writing prospectus supplement or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectusprospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse the Holder, its directors, officers, employees and agents, and each such Selling Holder Indemnified Person controlling Person, for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedingsproceedings as such expenses are incurred; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Holder, its directors, officers, employees and agents or such Selling Holder Indemnified controlling Person in writing specifically for use in the applicable any Written Testing-the-Waters Communication, a Registration Statement or other registration statementStatement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such Selling Holder Indemnified directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling the Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, directors and officers, managersand each underwriter, partnerspursuant to the applicable underwriting agreement with such underwriter, employees and agents of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Holder, such underwriter or such controlling Person in writing specifically for use in the applicable Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, the Company will indemnify and hold harmless each Selling Holder thereunderthe Investor, its any underwriter (as defined in the Securities Act) for the Investor, the directors, if any, of such underwriter and the officers, managersif any, partnersof such underwriter, employees and agents and each Personperson, if any, who controls any such Selling Holder underwriter within the meaning of the Securities Act and or the Exchange ActAct (each, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder an "Indemnified Persons”Person"), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, ) (collectively "Claims") to which such Selling Holder Indemnified Person may any of them become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations in the Registration Statement, or any post-effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement post-effective amendment thereof or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the case of a prospectusfinal prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which they the statements therein were made, not misleading or (iii) not misleadingany violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6.(d) with respect to the number of legal counsel, the Company shall reimburse the Investor and will reimburse each such Selling Holder Indemnified Person underwriters or controlling person, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and Claim. Notwithstanding anything to the extent that any such Loss arises contrary contained herein, the indemnification agreement contained in this Section 6.(a) (i) shall not apply to a Claim arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Selling Holder any Indemnified Person in writing specifically or underwriter for such Indemnified Person expressly for use in connection with the applicable preparation of the Registration Statement or other registration statement, any such amendment thereof or supplement thereto; (ii) with respect to any preliminary prospectus supplementshall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Common Stock that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as applicable. Such indemnity then amended or supplemented; (iii) shall remain not be available to the extent such Claim is based on a failure of the Investor to deliver or cause to be delivered the prospectus made available by the Company; and (iv) shall not apply to amounts paid in full force and effect regardless settlement of any investigation made by or on behalf Claim if such settlement is effected without the prior written consent of such Selling Holder Indemnified Personthe Company, and which consent shall survive the transfer of such securities by such Selling Holdernot be unreasonably withheld.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless harmless, to the fullest extent permitted by law, each Selling Holder thereunderShareholder and its Affiliates and their respective officers, its directors, officersemployees, managers, partners, employees partners and agents and each Person, if any, Person who controls such Selling Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, ) such Selling Shareholder or such other indemnified Person from and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any all losses, claims, damages, liabilities and expenses or liabilities (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, “Losses”)) caused by, joint resulting from or several, relating to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement (or alleged untrue statement statement) of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other any registration statement contemplated by this Agreement, any preliminary prospectusstatement, prospectus supplement or final preliminary prospectus contained therein, or any Issuer Free Writing Prospectus or any amendment or supplement thereof, thereto or any free writing prospectus relating thereto, or arise out of or are based upon the omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectustherein, in light of the circumstances under which they were made) , not misleading, and will reimburse each such Selling Holder Indemnified Person for except insofar as the same are caused by any legal or other expenses reasonably incurred by them information furnished in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that writing to the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically Shareholder expressly for use in therein. In connection with an Underwritten Offering and without limiting any of the applicable Registration Statement Company’s other obligations under this Agreement, the Company shall also indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other registration statement, or prospectus supplement, indemnified Person to the same extent as applicableprovided above with respect to the indemnification (and exceptions thereto) of Selling Shareholders. Such indemnity shall remain in full force and effect regardless Reimbursements payable pursuant to the indemnification contemplated by this Section 3.8(a) will be made by periodic payments during the course of any investigation made by or on behalf of such Selling Holder Indemnified Persondefense, as and shall survive the transfer of such securities by such Selling Holderwhen bills are received or expenses incurred.

By the Company. In The Company agrees to indemnify, to the event fullest extent permitted by law, each Holder of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderbeing sold, its directors, officers, employees, members, managers, partners, employees and agents agents, and each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act and the Exchange Actrules and regulations thereunder) such Holder (each, and its directors, officers, managers, partners, employees or agents (collectively, the an “Selling Holder Indemnified PersonsPerson”), ) against any all losses, claims, damages, liabilities, and expenses or liabilities (including reasonable attorneys’ legal fees and expensesexpenses and all costs incident to investigation or preparation with respect to such losses, claims, damages, liabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, the “Losses”)) caused by, joint resulting from, or several, relating to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any Shelf Registration Statement, prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement thereof, thereto or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or a fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for except insofar as the same are caused by or contained in any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that information furnished to the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Personin writing expressly for use therein or by such Holder’s failure to deliver a copy of the Shelf Registration Statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors, employees, and shall survive agents and each Person who controls (within the transfer meaning of the Securities Act and the rules and regulations thereunder) such securities by underwriters or such Selling Holderother indemnified Person to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities being sold.

By the Company. In consideration of each Purchaser’s execution and delivery of the event Transaction Documents and acquiring the Shares and in addition to all of a registration of any Registrable Securities the Company’s other obligations under the Securities Act pursuant to this AgreementTransaction Documents, the Company will shall defend, protect, indemnify and hold harmless each Selling Holder thereunderPurchaser and each of their stockholders, its directorspartners, members, officers, managers, partnersdirectors, employees and agents direct or indirect investors and each Person, if any, who controls such Selling Holder within the meaning any of the Securities Act and foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the Exchange Act, and its directors, officers, managers, partners, employees or agents transactions contemplated by this Agreement) (collectively, the “Selling Holder Indemnified PersonsIndemnitees”), as incurred, from and against any lossesand all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses or liabilities in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and expenses) disbursements (collectively, the “LossesIndemnified Liabilities”), joint or several, to which incurred by any Indemnitee (unless such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are action is based solely upon any conduct by such Indemnitee which is finally judicially determined to constitute fraud, gross negligence, willful misconduct or malfeasance), as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of any a material fact (contained in the case of Demand Registration Statement, any prospectus, prospectus filed in light of connection with the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Demand Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or in any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise arising out of or are based upon the relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) made not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and except to the extent that (i) such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Purchaser furnished in writing to the Company by Purchaser expressly for use therein, (b) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (c) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (d) any cause of action, suit or claim brought or made against such Loss arises Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or is based upon resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (ii) the status of such Purchaser as an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use investor in the Company pursuant to the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderlaw.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the The Company will indemnify and hold harmless harmless, to the fullest extent permitted by law and without limitation as to time, each Selling Holder thereunderHolder, its such Holder’s officers, directors, officersemployees, agents, fiduciaries, stockholders, managers, partners, employees members, Affiliates, direct and indirect equityholders, accountants, attorneys, consultants, agents and representatives, and employees of each Personof them, if anyand any successors and assigns thereof, and each Person who controls such Selling Holder (within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents ) (collectively, the “Selling Holder Indemnified PersonsParties,” and each an “Indemnified Party”), ) against any all losses, claims, actions, damages, liabilities and expenses or liabilities (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorneys’ attorney fees and expenses) (collectively, “Losses”)) caused by, joint or severalresulting from, to which such Selling Holder Indemnified Person may become subject under the Securities Actarising out of, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (whichA) any registration statement, for the avoidance of doubtprospectus, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement roadshows or final prospectus contained thereinFree Writing Prospectus, or any amendment thereof or supplement thereof, or any free writing prospectus relating thereto, or arise out (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof; (ii) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading or (in iii) any violation or alleged violation by the case of a prospectus, in light Company of the circumstances under which they were made) not misleadingSecurities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and qualification or compliance. In addition, the Company will reimburse each such Selling Holder Indemnified Person Party for any legal or any other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; providedLosses. Notwithstanding the foregoing, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises Losses result from, arise out of of, are based upon, or is based upon relate to an untrue statement or alleged untrue statement or omission or alleged omission so omission, made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with, written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus supplementor any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as applicableprovided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, Party and shall survive the transfer of such securities by such Selling Holderseller.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will shall indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, members, partners, employees employees, agents and agents Affiliates and each Person, if any, who controls such Selling Holder or its Affiliates within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managersmembers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, third party expenses incurred by or on such Holder’s behalf or liabilities (including reasonable attorneys’ fees and expensesthird party expenses incurred by or on such Holder’s behalf) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will shall reimburse each such Selling Holder Indemnified Person for any legal or other third party expenses reasonably incurred by them or on such Holder’s behalf in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will shall not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable such Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, the Company will indemnify and hold harmless each Selling Holder thereunderHolder, its directors, officers, managers, the partners, employees officers and agents directors of each Holder, any underwriter (as defined in the 0000 Xxx) for such Holder and each Personperson, if any, who controls such Selling Holder or underwriter within the meaning of the Securities 1933 Act and or the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, ) to which such Selling Holder Indemnified Person they may become subject under the Securities 1933 Act, the Exchange Act or otherwiseother federal or state law, insofar as such Losses losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): · any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (whichsuch Registration Statement, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, including any preliminary prospectus, prospectus supplement or final prospectus contained therein, therein or any amendment amendments or supplement thereof, or any free writing prospectus relating supplements thereto, or arise out of or are based upon ; · the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in not misleading; or · any violation or alleged violation by the case of a prospectus, in light Company of the circumstances 1933 Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under which they were made) not misleadingthe 1933 Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such Registration Statement; and the Company will reimburse each such Selling Holder Indemnified Person Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them them, as incurred, in connection with investigating, investigating or defending or resolving any such Loss loss, claim, damage, liability or actions or proceedingsaction; provided, however, that the indemnity agreement contained in this subsection (a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case if and for any such loss, claim, damage, liability or action to the extent that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically expressly for use in the applicable Registration Statement connection with such registration by such Holder, partner, officer, director, underwriter or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf controlling person of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees, agents, and managers, partnersand each underwriter, employees and agents pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees, agents, and managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses expenses, or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or underwriter or controlling Person or directors, officers, employees, agents, or managers may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors and officers, each such underwriter and each such controlling Person and each such director, officer, employees, agent, or manager for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Holder, such underwriter, or such controlling Person in writing specifically for use in the applicable Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable, or information relating to such Selling Holder that was reviewed and expressly approved in writing by such Selling Holder expressly for use in a registration statement, such prospectus supplement or in any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such director, officer, employee, agent, manager, or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, the Company will indemnify and hold harmless each Selling Holder thereunderHolder, its directorsthe partners, officersmanagement company, members, managers, partnersofficers and directors of each Holder, employees and agents any underwriter (as defined in the Securities Act), and each Personperson, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and or the Exchange ActAct (each, a “Company Indemnified Party” and its directors, officers, managers, partners, employees or agents (collectively, collectively the “Selling Holder Company Indemnified PersonsParties”), against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), ) (joint or several, ) to which such Selling Holder Indemnified Person they may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state laws, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereofof such Losses) arise out of or are based upon any of the following statements, omissions or violations (any of the following, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents such registration statement or incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreementtherein, including any preliminary prospectus, prospectus supplement or final prospectus contained therein, therein or any amendment amendments or supplement thereof, or any free writing prospectus relating supplements thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, ; and the Company will reimburse each such Selling Holder Company Indemnified Person Party for any legal or other expenses reasonably incurred by them (including reasonable attorneys’ fees) in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedingsLoss; provided, provided however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company will not be liable in any such case if and for any such Loss to the extent (and only to the extent) that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other connection with such registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderCompany Indemnified Party.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder Existing Investor thereunder, its directors, directors and officers, managersand each underwriter, partnerspursuant to the applicable underwriting agreement with such underwriter, employees and agents of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder Existing Investor or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ ' fees and expenses) (collectively, “"Losses”"), joint or several, to which such Selling Holder Indemnified Existing Investor or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Existing Investor, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Existing Investor, such underwriter or such controlling Person in writing specifically for use in the applicable Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Existing Investor or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling HolderExisting Investor.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, Affiliates and their respective directors and officers, managersand each underwriter, partnerspursuant to the applicable underwriting agreement with such underwriter, employees and agents of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents Act (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedingsproceedings within a reasonable time after such expenses are incurred and the Selling Holder Indemnified Person notifies the Company of such expenses; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (whichthe Registration Statement, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Automatic Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement, Automatic Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, the Company will indemnify will, and hereby does, indemnify, hold harmless and defend each Selling Holder thereunderInvestor, its their respective directors, officers, managersmembers, partners, managers and employees and agents Affiliates, and each underwriter, broker or any other Person acting on behalf of such holder of Registrable Securities, as applicable, and each Person, if any, who controls such Selling Holder any of the foregoing Persons within the meaning of the Securities Act and or the Exchange ActAct (each, and its directors, officers, managers, partners, employees or agents (collectively, the an “Selling Holder Indemnified PersonsPerson”), against any losses, claims, damages, expenses or liabilities (including liabilities, judgments, fines, penalties, charges, costs, reasonable and documented attorneys’ fees and expenses) (collectivelyfees, “Losses”)amounts paid in settlement, joint or several, and any reasonable and documented expenses (collectively, “Indemnified Damages”), incurred in investigating, preparing or defending any action, claim, suit, proceeding, investigation or appeal taken from the foregoing by or before any court or Governmental Authority or other administrative or regulatory agency or body (including the SEC and any state commission or authority or self-regulatory organization or securities exchange in the United States or elsewhere), whether pending or threatened (each, a “Claim” and collectively, “Claims”), to which such Selling Holder Indemnified Person any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses Claim (or actions or proceedings, whether commenced or threatened, in respect thereof) or Indemnified Damages arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any post-effective amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, including any preliminary Prospectus, free writing Prospectus or final Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto, and including all information incorporated by reference therein), or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the case of a prospectus, in light of the circumstances under which they were made, not misleading or (iii) not misleadingany violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6(d), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and will reimburse each such Selling Holder Indemnified Person are due and payable, for any legal fees or other reasonable and documented expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim or actions or proceedings; provided, however, that the Company will not be liable in any such case if and Indemnified Damages sought by an Indemnified Person to the extent that any such Loss arises arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Selling Holder Indemnified Person in writing specifically expressly for use in connection with the applicable preparation of the Registration Statement or other registration statementany Prospectus or any such amendment thereof or supplement thereto; and (y) shall not apply to amounts paid in settlement of any Claim or Indemnified Damages if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or prospectus supplement, as applicabledelayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder the Indemnified Person, Person and shall survive the any transfer of such securities Registrable Securities by such Selling Holderany Investor pursuant to Section 9.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by applicable law, the Company will shall indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, members, partners, employees employees, agents and agents Affiliates and each Person, if any, who controls such Selling Holder or its Affiliates within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managersmembers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, third party expenses incurred by or on such Holder’s behalf or liabilities (including reasonable attorneys’ fees and expensesthird party expenses incurred by or on such Holder’s behalf) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will shall reimburse each such Selling Holder Indemnified Person for any legal or other third party expenses reasonably incurred by them or on such Holder’s behalf in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will shall not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable such Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling any Holder within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act, Act from and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any all losses, claims, damages, expenses or damages and liabilities (including reasonable attorneys’ fees and expensesincluding, without limitation, any legal or other expenses reasonably incurred by such Holder or controlling Person in connection with defending or investigating any such action or claim) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable any Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, (or any amendment or supplement thereofthereto) pursuant to which such Holder's Registrable Securities were registered under the Securities Act, or caused by any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case not misleading, or caused by any untrue statement or alleged untrue statement of a prospectusmaterial fact contained in any related Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made) , not misleading, and will reimburse each except insofar as such Selling Holder Indemnified Person for any legal losses, claims, damages or other expenses reasonably incurred liabilities were caused by them in connection with investigating, defending or resolving any such Loss untrue statement or actions omission or proceedingsalleged untrue statement or omission based upon written information related to such Holder furnished to the Company by, or on behalf of, such Holder specifically for use therein; provided, however, that the Company will foregoing indemnity with respect to any Prospectus shall not be liable in inure to the benefit of any Holder from whom the Person asserting any such case losses, claims, damages or liabilities acquired Registrable Securities, or any Person controlling such Holder, if and a copy of the final Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent by, or delivered on behalf of, such Holder to such Person at or prior to the extent that any written confirmation of the sale of the Registrable Securities to such Loss arises out of Person and the final Prospectus (as so amended or is based upon an untrue statement supplemented) would have cured the defect giving rise to such loss, claim, damage or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderliability.

By the Company. In the event of a registration of any Registrable Securities Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its their respective directors, officers, employees, agents and managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its their respective directors, officers, employees, agents and managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in the light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Mandatory Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, (iii) arise out of or are based upon any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder in connection with its performance under this Agreement, or (iv) in the case of each Selling Holder, arise out of or are based upon or asserted by any person, including stockholders of the Company, in connection with or as a result of any act taken or failure to take any action by such Selling Holder pursuant to this Agreement, including the entry into this Agreement (provided that the Company shall not be liable under 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 from the gross negligence or willful misconduct of the Selling Holder), and will reimburse the such Selling Holder, their respective directors, officers, employees, agents and managers, each such Selling Holder Indemnified underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made solely in conformity with information regarding such Selling Holder furnished by such Selling Holder Indemnified Holder, such underwriter or such controlling Person in writing specifically for use in the applicable Mandatory Registration Statement or such other registration statement, free writing prospectus or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such director, officer, employee, agent, manager or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities of the Restricted Stock under the Securities Act pursuant to this AgreementSections 4, 5 or 6, the Company will indemnify and hold harmless each Selling Holder seller of such Restricted Stock thereunder, its directors, officers, managers, partners, employees and agents each underwriter of such Restricted Stock thereunder and each Personother person, if any, who controls such Selling Holder seller or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which such Selling Holder Indemnified Person seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances registration statement under which such statement is made) contained in (whichRestricted Stock was registered under the Securities Act pursuant to Sections 4, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement 5 or other registration statement contemplated by this Agreement6, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss loss, claim, damage, liability or actions or proceedings; action, provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Selling Holder Indemnified Person seller, any such underwriter or any such controlling person in writing specifically for use in the applicable Registration Statement such registration statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderprospectus.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company The Companies will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents you and each Personperson, if any, who controls such Selling Holder you within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which you or such Selling Holder Indemnified Person controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinMemorandum, or in any amendment related sales material (whether designated solely for broker-dealer use or supplement thereof, otherwise) which the Companies or any free respective officer thereof authorizes in writing prospectus relating theretofor use by you or any Placement Agent, or arise out of or are based upon the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company none of such persons will not be liable in any to indemnify you or such case if and a controlling person thereof pursuant to this Section 7.1 to the extent that any such Loss loss, claim, damage or liability arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with written information furnished to any of them by such Selling Holder Indemnified Person in writing you specifically for use in the applicable Registration Statement Memorandum or sales material; and will reimburse you and each such controlling person for any legal or other registration statementexpenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or prospectus supplementaction. Notwithstanding the foregoing provisions of this Section 7.1, the Companies shall not indemnify you or any person, if any, who controls you within the meaning of the Securities Act, for losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations by the particular indemnitee not caused by materials supplied by the Companies or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as applicableto the particular indemnitee or (iii) a court of competent jurisdiction approves the settlement of the claims against the particular indemnitee. Such indemnity In any claim against a Company for indemnification for federal or state securities law violations, the party seeking indemnification shall remain in full force place before the court the position of the SEC, the Massachusetts Securities Division, the Tennessee Securities Division and effect regardless any other states that may require it with respect to the issue of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such indemnification for securities by such Selling Holderlaw violations.

By the Company. In the event of a registration an offering of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents agents, and each underwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”)and agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Holder, director, officer, employee, agent, underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors, officers, employees and agents, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Holder, its directors, officers, employees or agents or any underwriter or controlling Person in writing specifically for use in the applicable Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such Selling Holder, its directors, officers, employees or agents or any underwriter or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by applicable law, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, partners, members, employees, investment advisers, agents, representatives and managers, partners, employees and agents and each other Person, if any, who controls such Selling Holder Holder, within the meaning of the Securities Act and the Exchange Act, and its the directors, officers, managers, partners, employees or agents (collectivelymembers, the “Selling Holder Indemnified Persons”)employees, investment advisers, agents, representatives and managers of such controlling Person, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) ), including any of the foregoing incurred in settlement of any litigation commenced or threatened by any party other than a Selling Holder (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or controlling Person or directors, officers, employees, agents, representatives or managers may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors, managers, partners, and officers, and each such controlling Person and each such director, officer, partner, employee, agent, representatives or manager for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified or such controlling Person in writing specifically for use in the applicable Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such director, officer, partner, member, employee, investment adviser, agent, representatives, manager or controlling Person, and shall survive the transfer of such securities by such Selling HolderXxxxxxx Xxxxxx.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectusprospectus or prospectus supplement, in the light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectusprospectus or prospectus supplement, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or such other registration statementstatement contemplated by this Agreement, or preliminary prospectus, preliminary prospectus supplement, as applicablefree writing prospectus, or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this AgreementThe Company, the Company will shall indemnify and hold harmless each Selling Holder thereunderHolder, its directors, officers, managers, partnersemployees, employees investment managers, agents and agents Affiliates and each Person, if any, who controls such Selling Holder or its Affiliates within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managersemployees, partners, employees investment managers or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectusProspectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulations promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and will relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and shall reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will shall not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable such Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees, agents and managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees, agents and managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in the light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Mandatory Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, their respective directors and officers and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified or such controlling Person in writing specifically for use in the applicable Mandatory Registration Statement or such other registration statement, free writing prospectus or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such director, officer, employee, agent, manager or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In The Company agrees to indemnify, to the event extent permitted by law, each holder of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementand, the Company will indemnify and hold harmless as applicable, each Selling Holder thereunderof its trustees, its stockholders, members, directors, officers, managers, partners, employees officers and agents employees, and each Person, if any, Person who controls such Selling Holder holder (within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any all losses, claims, damages, liabilities and expenses or liabilities (including including, but not limited to, reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (whichany registration statement, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement prospectus or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement thereofthereto (including, in each case, all documents incorporated therein by reference), or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Selling Holder Indemnified Person holder expressly for use therein or by such holder’s failure to deliver a copy of the prospectus or preliminary prospectus, or any legal amendments or other expenses reasonably incurred by them in supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with investigatingan underwritten offering, defending the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. The payments required by this Section 8.01 will be made periodically during the course of the investigation or resolving any such Loss defense, as and when bills are received or actions or proceedingsexpenses incurred; provided, however, that if a final and non-appealable judicial determination shall be made that such Indemnified Party (as defined below) is not entitled to indemnification for any such Losses, such Indemnified Party shall repay to the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf amount of such Selling Holder Losses for which the Company shall have paid or reimbursed such Indemnified Person, and shall survive the transfer of such securities by such Selling HolderParty.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, partners, members, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, partners, members, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company of the Securities Act, the Exchange Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, the Company will indemnify and hold harmless each Selling Holder thereunderHolder, its directorsthe partners, officersmanagement company, members, managers, partnersofficers and directors of each Holder, employees and agents any underwriter (as defined in the Securities Act), and each Personperson, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and or the Exchange ActAct (each, a “Company Indemnified Party” and its directors, officers, managers, partners, employees or agents (collectively, collectively the “Selling Holder Company Indemnified PersonsParties”), against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), ) (joint or several, ) to which such Selling Holder Indemnified Person they may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state laws, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereofof such Losses) arise out of or are based upon any of the following statements, omissions or violations (any of the following, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents such registration statement or incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreementtherein, including any preliminary prospectus, prospectus supplement or final prospectus contained therein, therein or any amendment amendments or supplement thereof, or any free writing prospectus relating supplements thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, ; and the Company will reimburse each such Selling Holder Company Indemnified Person Party for any legal or other expenses reasonably incurred by them (including reasonable attorneys’ fees) in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedingsLoss; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company will not be liable in any such case if and for any such Loss to the extent (and only to the extent) that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other connection with such registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderCompany Indemnified Party.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, the Company will indemnify and hold harmless each Selling Holder thereunderHolder, its directorsthe partners, officersmanagement company, members, managers, partnersofficers and directors of each Holder, employees and agents any underwriter (as defined in the Securities Act), and each Personperson, if any, who controls such Selling Holder or any underwriter within the meaning of the Securities Act and or the Exchange ActAct (each, a “Company Indemnified Party” and its directors, officers, managers, partners, employees or agents (collectively, collectively the “Selling Holder Company Indemnified PersonsParties”), against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), ) (joint or several, ) to which such Selling Holder Indemnified Person they may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state laws, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereofof such Losses) arise out of or are based upon any of the following statements, omissions or violations (any of the following, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents such registration statement or incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreementtherein, including any preliminary prospectus or final prospectus, prospectus supplement or final prospectus contained therein, therein or any amendment amendments or supplement thereof, or any free writing prospectus relating supplements thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Selling Holder Company Indemnified Person Party for any legal or other expenses reasonably incurred by them (including reasonable attorneys’ fees) in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedingsLoss; provided, provided however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company will not be liable in any such case if and for any such Loss to the extent (and only to the extent) that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other connection with such registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderCompany Indemnified Party.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (, collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectusprospectus or prospectus supplement, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this AgreementStatement, any preliminary prospectusprospectus or prospectus supplement, free writing prospectus supplement or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectusprospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statementStatement, preliminary prospectus or prospectus supplement, free writing prospectus, final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, Person and shall survive the transfer of such securities by such Selling Holder.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, the Company will indemnify and -------------- indemnify, hold harmless and defend each Selling Holder thereunderInvestor, its directors, officers, managers, partners, employees each director and agents officer of and each Personperson, if any, who controls such Selling Holder Investor within the meaning of the Securities 1933 Act and or the Exchange 1934 Act, and its directorseach underwriter (as defined in the 0000 Xxx) for the Investors, officersand each director and officer of, managersand each person, partnersif any, employees who controls, such underwriter within the meaning of the 1933 Act or agents the 1934 Act (collectivelyeach, the “Selling Holder an "Indemnified Persons”Person"), against any losses, claims, damages, liabilities or expenses (joint or liabilities (including reasonable attorneys’ fees and expensesseveral) (collectively, “Losses”), joint or several, "Claims") to which such Selling Holder Indemnified Person any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon on: (a) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the case of a prospectusfinal prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which they the statements therein were made) , not misleading, or (c) any violation or alleged violation caused by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the preceding clauses (a), (b) and will (c) being, collectively, "Violations"). Subject to the restrictions in section 6.4 with respect to the number of legal counsel, the Company shall reimburse each such Selling Holder Indemnified Person promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses reasonably incurred by them such Indemnified Person in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and Claim. Notwithstanding anything to the extent that any such Loss arises contrary herein, the indemnification agreement in this section 6.1: (1) shall not apply to a Claim arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made on a Violation that occurs in reliance on and in conformity with information furnished by in writing to the Company by, or caused by, any Indemnified Person or underwriter for such Selling Holder Indemnified Person in writing specifically for use in connection with the applicable preparation of the Registration Statement or other registration statementany such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to section 3.3; (2) with respect to any preliminary prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus supplementwas corrected in the prospectus, as applicablethen amended or supplemented, if such prospectus was timely made available by the Company pursuant to section 3.3; (3) shall not be available to the extent that such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company; and (4) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder the Indemnified Person, Person and shall survive the transfer of such securities the Registrable Securities by such Selling Holderthe Investors pursuant to section 9.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder Montierra thereunder, its directors, Affiliates and their respective directors and officers, managersand each underwriter, partnerspursuant to the applicable underwriting agreement with such underwriter, employees and agents of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder Montierra or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents Act (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedingsproceedings within a reasonable time after such expenses are incurred and the Indemnified Person notifies the Company of such expenses; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderMontierra.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, the Company will indemnify will, and hereby does, indemnify, hold harmless harmless, and defend the Investor, each Selling Holder thereunderPerson, its if any, who controls the Investor, the members, the directors, officers, managers, partners, employees employees, agents, and agents representatives of the Investor and each Person, if any, who controls such Selling Holder the Investor within the meaning of the Securities Act and or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, and its directors, officers, managers, partners, employees or agents (collectively, the an “Selling Holder Investor Indemnified PersonsPerson”), against any losses, claims, damages, expenses or liabilities (including reasonable liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees and fees, amounts paid in settlement, or expenses) , joint or several (collectively, “LossesClaims”), joint incurred in investigating, preparing, or severaldefending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative, or other regulatory agency, body, or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which such Selling Holder Indemnified Person any of them may become subject under the Securities Act, the Exchange Act or otherwisesubject, insofar as such Losses Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinNew Registration Statement, or any post-effective amendment thereto or supplement thereofin any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of a prospectusfinal prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which they the statements therein were made) , not misleading, and will (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement, or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse each such Selling Holder Investor Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and Claim. Notwithstanding anything to the extent that any such Loss arises contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Indemnified Person arising out of or is based upon an untrue statement a Violation that occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Investor Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement, or alleged any such amendment thereof or supplement thereto, if such prospectus were timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or alleged omission so supplemented, if such revised prospectus was timely made in conformity with information furnished available by such Selling Holder the Company pursuant to Section 3(c) or Section 3(e), and the Investor Indemnified Person was promptly advised in writing specifically for not to use the incorrect prospectus prior to the use giving rise to a violation and such Investor Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the applicable Registration Statement or other registration statementprior written consent of the Company, or prospectus supplement, as applicablewhich consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder the Investor Indemnified Person, Person and shall survive the transfer of such securities the Registrable Securities by such Selling Holderthe Investor pursuant to Section 8.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectusprospectus or prospectus supplement, in the light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectusprospectus or prospectus supplement, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or such other registration statementstatement contemplated by this Agreement, or any preliminary prospectus, preliminary prospectus supplement, as applicablefree writing prospectus, or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In The Company agrees to indemnify, to the event fullest extent permitted by law, each holder of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderbeing sold, its directors, officers, employees, members, managers, partners, employees and agents agents, and each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act and the Exchange Actrules and regulations thereunder) such holder (each, and its directors, officers, managers, partners, employees or agents (collectively, the an “Selling Holder Indemnified PersonsPerson”), ) against any all losses, claims, damages, liabilities, and expenses or liabilities (including reasonable attorneys’ legal fees and expensesexpenses and all costs incident to investigation or preparation with respect to such losses, claims, damages, liabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, the “Losses”)) caused by, joint resulting from, or several, relating to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement (in including, without limitation, the case of any Initial Resale Registration Statement), prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement thereof, thereto or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or a fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for except insofar as the same are caused by or contained in any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that information furnished to the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Personholder in writing expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same and notified such holder of such obligation. In connection with an underwritten offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors, employees, and shall survive agents and each Person who controls (within the transfer meaning of the Securities Act and the rules and regulations thereunder) such securities by underwriters or such Selling Holderother indemnified Person to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities being sold.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees, agents and managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees, agents and managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors and officers and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified or such controlling Person in writing specifically expressly for use inclusion in the applicable Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a the registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder seller of Registrable Securities thereunder, its directorseach underwriter of Registrable Securities thereunder, officers, managers, partners, employees and agents and each Personother person, if any, who controls such Selling Holder seller or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any claims, losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person they may become subject under the Securities Act, the Exchange Act or under applicable state securities laws or otherwise, insofar as such Losses (claims, losses, damages or actions or proceedings, whether commenced or threatened, in respect thereof) liabilities arise out of or are based upon any untrue statement (or alleged untrue statement statement) of any a material fact (contained in the case of any prospectus, in light of the circumstances registration statement under which such statement is made) contained in (which, for Registrable Securities were registered under the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by Securities Act pursuant to this Agreement, prospectus (including any preliminary prospectus, prospectus supplement or final prospectus contained therein, ) or any amendment amendments or supplement thereof, or supplements thereto contained in any free writing prospectus relating theretosuch registration statement, or arise out of or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectustherein, in light of the circumstances under which they were made) , not misleading, and will reimburse each such Selling Holder Indemnified Person seller, each such underwriter and each such controlling person, for any legal or and any other expenses reasonably incurred by them in connection with investigating, preparing or defending or resolving any such Loss claim, loss, damage, liability or actions or proceedingsaction; provided, however, provided that the Company will not be liable in any such case if and to the extent that any such Loss claim, loss, damage, expense, or liability arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission so (i) made in conformity with information furnished by any such Selling Holder Indemnified Person seller, any such underwriter or any such controlling person in writing specifically for use in the applicable Registration Statement such registration statement or other registration statementprospectus, or (ii) contained in a preliminary prospectus supplementand subsequently corrected in a final or amended prospectus, as applicable. Such copies of which were delivered to such seller, underwriter or controlling person on a timely basis; and provided, further, that the indemnity agreement contained herein shall remain not apply to amounts paid in full force and effect regardless settlement of any investigation made by such claim, loss, damage, liability or on behalf action if such settlement is effected without the consent of such Selling Holder Indemnified Personthe Company, and which consent shall survive the transfer of such securities by such Selling Holdernot be unreasonably withheld.

By the Company. In connection with any registration statement filed by the event of a registration of any Registrable Securities under the Securities Act Company pursuant to this AgreementSection 2.1 or 2.2 hereof, to the fullest extent permitted by law, the Company will shall and hereby agrees to indemnify and hold harmless (i) the Stockholder and any other sellers of Registrable Common Stock covered by such registration statement, (ii) each Selling Holder thereunderother Person who participates as an underwriter in the offering or sale of such securities, its directors, officers, managers, partners, employees and agents and (iii) each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act and the Exchange Act) the Stockholder or any seller or any such underwriter, and its (iv) their respective shareholders, members, directors, officers, managers, employees, partners, employees or agents and Affiliates (collectivelyeach, the a “Selling Holder Indemnified PersonsCompany Indemnitee”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) , whether or not such indemnified party is a party thereto), joint or several, and expenses, including the reasonable fees, disbursements and other charges of legal counsel and reasonable costs of investigation, in each case to which such Company Indemnitee may become subject under the Securities Act or otherwise (collectively, a “Loss” or “Losses”), insofar as such Losses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances registration statement under which such statement is made) contained in (which, for securities were registered or otherwise offered or sold under the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement Securities Act or other registration statement contemplated by this Agreementotherwise, any preliminary prospectus, prospectus supplement or final prospectus contained thereinor summary prospectus related thereto, or any amendment or supplement thereofthereto (or any document incorporated by reference therein) (collectively, “Offering Documents”), or (B) any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein in such Offering Documents a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under in which they were made) made not misleading, or (C) any violation by the Company of any federal or state law, rule or regulation applicable to the Company and will reimburse each such Selling Holder Indemnified Person for any legal relating to action required of or other expenses reasonably incurred inaction by them the Company in connection with investigating, defending or resolving any such Loss or actions or proceedingsregistration; providedprovided that, however, that the Company will shall not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Offering Documents in reliance upon and in conformity with information furnished to the Company in a writing duly executed by such Selling Holder Indemnified Person in writing Company Indemnitee specifically stating that it is expressly for use therein; and provided, further, that the Company shall not be liable to any Person who participates as an underwriter in the applicable Registration Statement offering or other registration statementsale of shares of Registrable Common Stock or who controls (within the meaning of the Exchange Act) such underwriter, in any such case to the extent that any such Loss arises out of such Person’s failure to send or give a copy of the final prospectus supplement(including any documents incorporated by reference therein), as applicablethe same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Common Stock to such Person if such statement or omission was corrected in such final prospectus. Such The foregoing indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, any Company Indemnitee and shall survive the transfer of such securities by such Selling HolderCompany Indemnitee.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees Stockholder Indemnified Party from and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Stockholder Indemnified Person Party may become subject under the Securities Act, the Exchange Act Act, state securities or blue sky laws, common law or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinProspectus, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectustherein, in light of the circumstances under which they were made) , not misleading, and the Company will reimburse each such Selling Holder Stockholder Indemnified Person Party for any reasonable fees and expenses of outside legal counsel for such Stockholder Indemnified Parties, or other expenses reasonably incurred by them them, as incurred, in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedingsclaims; provided, however, that the Company will not be liable in indemnify or hold harmless any Stockholder Indemnified Party from or against any such case if and Losses (including any related expenses) to the extent that such Losses (including any such Loss arises out of or is based upon related expenses) result from an untrue statement or alleged untrue statement or statement, omission or alleged omission so allegation thereof which were (a) made in reliance upon and in conformity with written information furnished provided by such or on behalf of the applicable Selling Holder Indemnified Person in writing Stockholder specifically and expressly for use or inclusion in the applicable Registration Statement or other registration Prospectus or (b) made in any Prospectus used after such time as the Company advised such Selling Stockholder that the filing of a post-effective amendment or supplement thereto was required, except that this proviso shall not apply if the untrue statement, omission, or prospectus supplement, allegation thereof is contained in the Prospectus as applicableso amended or supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder the Stockholder Indemnified Person, Parties and shall survive the transfer of such securities by such the Selling HolderStockholders.

By the Company. In the event of a registration of any Registrable Securities Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder the Shareholder thereunder, its directors, officers, managers, partners, employees directors and agents officers and each underwriter pursuant to the applicable underwriting agreement with such underwriter and each Person, if any, who controls such Selling Holder the Shareholder or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified the Shareholder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Shareholder, its directors and officers, each such Selling Holder Indemnified underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Shareholder, such Selling Holder Indemnified underwriter or such controlling Person in writing specifically for use in the applicable Shelf Registration Statement or other registration statement, any prospectus contained therein or prospectus supplement, as applicableany amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Shareholder or any such Selling Holder Indemnified director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holderthe Shareholder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderparticipating therein, its directors, officers, managers, partners, employees and agents agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”)agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedingsproceedings as such expenses are incurred; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in the applicable Registration Statement or any other registration statementstatement contemplated by this Agreement, or prospectus supplementor any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In As of the event of a registration of any Registrable Securities date it became effective under the Securities Act pursuant to this AgreementAct, the Company Registration Statement contained, and the prospectus contained therein (the "Prospectus") and any amendments or supplements thereto will indemnify contain, as of the date the Prospectus or any such amendment or supplement is filed with the Securities and hold harmless each Selling Holder thereunderExchange Commission (the "Commission"), its directorsall statements which are required to be stated therein by, officersand will conform in all material respects to, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning requirements of the Securities Act and the Exchange Actrules and regulations of the Commission thereunder. The documents incorporated, and its directorsor to be incorporated, officersby reference in the Prospectus, managersat the time they became effective or were or will be filed with the Commission, partnersconformed or will conform, employees or agents (collectivelyas the case may be, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or severalin all material respects, to which such Selling Holder Indemnified Person may become subject under the requirements of the Exchange Act or the Securities Act, as applicable, and the Exchange Act or otherwiserules and regulations of the Commission thereunder. The Registration Statement and any amendment thereto will not contain, insofar as such Losses (or actions or proceedingsof the date it becomes effective, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission and will not omit to state therein a any material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectustherein, in light of the circumstances under which they were made) , not misleading. The Prospectus and any amendments and supplements thereto, as of the date the Prospectus or any such amendment or supplement is filed with the Commission, will not contain any untrue statement of material fact and will reimburse each such Selling Holder Indemnified Person for not omit to state any legal material fact required to be stated therein or other expenses reasonably incurred by them necessary to make the statements therein, in connection with investigatinglight of the circumstances under which they were made, defending or resolving any such Loss or actions or proceedingsnot misleading; provided, provided however, that the Company will not be liable makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus, or any such case if amendment or supplement, in reliance upon, and in conformity with, written information furnished to the extent that Company by or on behalf of VE, VW or VNAC or any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made underwriter set forth in conformity with information furnished by such Selling Holder Indemnified Person in writing the Underwriting Agreement, specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderpreparation thereof.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderparticipating therein, its directors, officers, managers, partners, employees and agents agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”)agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectusprospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in (whichany Written Testing-the-Waters Communication, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Registration Statement or other registration statement contemplated by this AgreementStatement, any preliminary prospectusprospectus or prospectus supplement, free writing prospectus supplement or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectusprospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person Holder, its directors, officers, employees and agents, and each such controlling Person, for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedingsproceedings as such expenses are incurred; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in the applicable any Written Testing-the-Waters Communication, a Registration Statement or other registration statementStatement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, thereunder and its directors, directors and officers, managers, partnersand each underwriter, employees and agents pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder or underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or any such director, officer, underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the foregoing shall not apply, and the Company will not be liable liable, in any such case (i) if and to the extent that any such Loss (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission so from such Shelf Registration Statement or other registration statement, preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or amendment or supplement thereof in reliance upon and made in conformity with information furnished by or on behalf of such Selling Holder Indemnified Holder, such underwriter or such controlling Person in writing specifically for use or inclusion in the applicable Shelf Registration Statement or other registration statementstatement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any free writing prospectus supplementrelated thereto, or any amendment or supplement thereof, as applicable, or (ii) if and to the extent that such Loss results from any of the Selling Holders failing to comply with the terms of the plan of distribution mechanics described in the applicable prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such director, officer, underwriter or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In The Company agrees to indemnify, to the event fullest extent permitted by law, each Holder of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderbeing sold, its directors, officers, employees, members, managers, partners, employees and agents agents, and each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act and the Exchange Actrules and regulations thereunder) such Holder (each, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder an "Indemnified Persons”), Person") against any all losses, claims, damages, liabilities, and expenses or liabilities (including reasonable attorneys’ legal fees and expensesexpenses and all costs incident to investigation or preparation with respect to such losses, claims, damages, liabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, “the "Losses”)") caused by, joint resulting from, or several, relating to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any Resale Registration Statement, prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement thereof, thereto or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to state be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished to the Company by or on behalf of such Holder in writing expressly for use therein or by such Holder's failure to deliver a copy of the Resale Registration Statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any of the Company's other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors, employees, and agents and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities being sold. By the Investor. In connection with any registration statement in which a Holder of Registrable Securities is participating pursuant to this Agreement, each such Holder will, if requested, furnish to the Company in writing information regarding such Holder's ownership of Registrable Securities and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) the Company against all Losses caused by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Resale Registration Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is caused by and will reimburse each contained in such Selling information so furnished to the Company in writing by or on behalf of such Holder Indemnified Person expressly for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedingsuse therein; provided, however, that each Holder's obligation to indemnify the Company will not hereunder shall be liable in any such case if and apportioned between each Holder based upon the net amount received by each Holder from the sale of Registrable Securities, as compared to the extent total net amount received by all of the Holders of Registrable Securities sold pursuant to such registration statement, no such Holder being liable to the Company in excess of such apportionment; and provided, further (i) that each Holder's obligation to indemnify the Company hereunder shall be apportioned between each Holder as is appropriate to reflect the relative fault of such Holder on the one hand, and of each other Holder on the other, in connection with the statements or omissions that resulted in such Losses. The relative fault of each Holder on the one hand, and each other Holder on the other, shall be determined by reference to, among other things, whether any such Loss arises out of untrue or is based upon an untrue statement or any alleged untrue statement of a material fact or the omission or alleged omission so made in conformity with to state a material fact relates to information furnished supplied by such Selling Holder Indemnified Person in writing specifically for use in and the applicable Registration Statement parties' relevant intent, knowledge, information and opportunity to correct or other registration statement, prevent such statement or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderomission.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its Affiliates and their respective directors, officers, managers, partners, employees and agents and each underwriter pursuant to the applicable underwriting agreement with such underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, Act and its directors, officers, managers, partners, employees or and agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable any Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus (or roadshow or other similar marketing material) or final prospectus contained thereinprospectus, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, (iii) a Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with an offering under Section 2.2, or (iv) any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations applicable to the Company, in connection with the Registration Statement in respect of any registration of the Company’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable a Registration Statement or other registration statement, any prospectus contained therein or prospectus supplement, as applicableany amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, Person and shall survive the transfer of such securities by such Selling Holder.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, the Company will indemnify and hold harmless each Selling Holder thereunderthe Seller, its any underwriter (as defined in the Securities Act), and all of their respective officers, directors, officersshareholders, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partnersagents, employees or agents other control persons (collectively, the “Selling Holder Indemnified "Related Persons”), ") against any actions, costs, losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”"Claims or Damages"), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses Claims or Damages (or actions or proceedings, whether commenced or threatened, in respect thereofthereto) arise out of or are based upon the following actions by the Company or its Related Persons: (i) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (whicha Registration Statement, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, including any preliminary prospectus, prospectus supplement or final prospectus contained therein, therein or any amendment amendments or supplement thereof, or any free writing prospectus relating supplements thereto, or arise out of or are based upon ; (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; or (in the case of a prospectus, in light iii) any violation or alleged violation by any party or its agents of the circumstances Securities Act, the Securities Exchange Act of 1934 (the "Exchange Act"), any federal or state securities law, or any rule or regulation promulgated under which they were made) not misleadingany of the foregoing in connection with the offering covered by such Registration Statement (collectively, and "Violations"). The Company will reimburse the Seller and each such Selling Holder Indemnified Person of its Related Persons for any legal or other expenses reasonably incurred by they or any of them may incur in connection with investigating, investigating or defending or resolving any such Loss Claims or actions or proceedingsDamages; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such Claims or Damages if such settlement is effected without the consent of the Company will (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable in any such case if and for any such Claims or Damages to the extent that any such Loss arises they arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation that occurs in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically expressly for use in connection with such registration by the applicable Registration Statement Seller or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless any of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderits Related Persons.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, directors and officers, managersand each underwriter, partnerspursuant to the applicable underwriting agreement with such underwriter, employees and agents of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Holder, such underwriter or such controlling Person in writing specifically for use in the applicable Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder Participating Unitholder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder Participating Unitholder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Participating Unitholder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Participating Unitholder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Participating Unitholder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Participating Unitholder Indemnified Person in writing specifically for use in the applicable Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Participating Unitholder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderParticipating Unitholder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, members, partners, employees employees, agents and agents Affiliates and each Person, if any, who controls such Selling Holder or its Affiliates within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, members, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses incurred by or on such Holder’s behalf or liabilities (including reasonable attorneys’ fees and expensesexpenses incurred by or on such Holder’s behalf) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them or on such Holder’s behalf in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such any Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderthe Investor, its directors, officers, managers, officers and partners, employees and agents each underwriter pursuant to the applicable underwriting agreement with such underwriter, and each Person, if any, who controls such Selling Holder the Investor or underwriter within the meaning of the Securities Act and or the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any and all losses, claims, damages, expenses or and liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which any such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Registration Statement or other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, or any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other applicable securities law, or any rule or regulation thereunder, and will reimburse the Investor, its directors, officers and partners, each such Selling Holder Indemnified underwriter and each such controlling Person for any and all legal or and other expenses reasonably incurred by any of them in connection with investigating, investigating or defending or resolving any such Loss or actions action or proceedingsproceeding; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Investor, such Selling Holder Indemnified underwriter or such controlling Person in writing specifically for use in the applicable a Registration Statement or other registration statement, any prospectus contained therein or prospectus supplement, as applicableany amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor or any such Selling Holder Indemnified director, officer, partner, underwriter or controlling Person, and shall survive the transfer of such securities Registrable Securities by such Selling Holderthe Investor.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless harmless, to the fullest extent permitted by law, each Selling Holder thereunderShareholder, its each Apollo Group member and each of their respective Affiliates and their respective officers, directors, officersemployees, managers, partners, employees partners and agents and each Person, if any, Person who controls such Selling Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder, such Apollo Group member or such other Person indemnified under this Section 5.8(a) from and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any all losses, claims, damages, expenses liabilities and expenses, whether joint or liabilities several (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, the “Losses”), joint or several, to which such Selling Holder Indemnified Person they are or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common law or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or of, are based upon upon, are caused by or relate to any untrue statement (or alleged untrue statement statement) of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (whichany registration statement, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement prospectus or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement offering circular, offering memorandum or final prospectus contained therein, Disclosure Package (including the Free Writing Prospectus) or any amendment or supplement thereofthereto or any filing or document incidental to such registration or qualification of the securities as required by this Agreement, or any free writing prospectus relating thereto, or arise out of or are based upon the omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified except that no Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that indemnified shall be indemnified hereunder insofar as the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so same are made in conformity with and in reliance on information furnished in writing to the Company by such Selling Holder Indemnified Person in writing specifically concerning such Person expressly for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicabletherein. Such indemnity indemnification obligation shall remain be in full force addition to any liability that the Company may otherwise have to any such indemnified person. In connection with an Underwritten Offering and effect regardless without limiting any of the Company’s other obligations under this Agreement, the Company shall also indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other Person indemnified under this Section 5.8(a) to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Selling Shareholders. Reimbursements payable pursuant to the indemnification contemplated by this Section 5.8(a) will be made by periodic payments during the course of any investigation made by or on behalf of such Selling Holder Indemnified Persondefense, as and shall survive the transfer of such securities by such Selling Holderwhen bills are received or expenses incurred.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (made, in the case of a prospectus, in light of the circumstances under which they were made) , not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the The Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents you and each Personperson, if any, who controls such Selling Holder you within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which you or such Selling Holder Indemnified Person controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinMemorandum, or in any amendment related sales material (whether designated solely for broker-dealer use or supplement thereof, otherwise) which the Company or any free respective officer thereof authorizes in writing prospectus relating theretofor use by you or any Placement Agent, or arise out of or are based upon the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company none of such persons will not be liable in any to indemnify you or such case if and a controlling person thereof pursuant to this Section 7.1 to the extent that any such Loss loss, claim, damage or liability arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with written information furnished to any of them by such Selling Holder Indemnified Person in writing you specifically for use in the applicable Registration Statement Memorandum or sales material; and will reimburse you and each such controlling person for any legal or other registration statementexpenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or prospectus supplementaction. Notwithstanding the foregoing provisions of this Section 7.1, the Company shall not indemnify you or any person, if any, who controls you within the meaning of the Securities Act, for losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations by the particular indemnitee not caused by materials supplied by the Company or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as applicableto the particular indemnitee or (iii) a court of competent jurisdiction approves the settlement of the claims against the particular indemnitee. Such indemnity In any claim against a Company for indemnification for federal or state securities law violations, the party seeking indemnification shall remain in full force place before the court the position of the SEC and effect regardless states that may require it with respect to the issue of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such indemnification for securities by such Selling Holderlaw violations.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, the Company will indemnify will, and hereby does, indemnify, hold harmless and defend each Selling Holder thereunderInvestor, its their respective directors, officers, managers, partners, employees and agents agents, and each Person, if any, who controls such Selling Holder any Investor within the meaning of the Securities 1933 Act and or the Exchange Act1934 Act (each, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder an "Indemnified Persons”Person"), against any losses, claims, damages, expenses or liabilities (including liabilities, judgments, fines, penalties, charges, costs, reasonable and documented attorneys’ fees and expenses) (collectively' fees, “Losses”)amounts paid in settlement, joint or several, and any reasonable and documented expenses (collectively, "Indemnified Damages"), incurred in investigating, preparing or defending any action, claim, suit, proceeding, investigation or appeal taken from the foregoing by or before any court or Governmental Authority or other administrative or regulatory agency or body (including the SEC and any state commission or authority or self-regulatory organization or securities exchange in the United States or elsewhere), whether pending or threatened (each, a "Claim" and collectively, "Claims"), to which such Selling Holder Indemnified Person any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses Claim (or actions or proceedings, whether commenced or threatened, in respect thereof) or Indemnified Damages arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other registration statement contemplated by this Agreement, Blue Sky laws of any preliminary prospectus, prospectus supplement or final prospectus contained thereinjurisdiction in which Registrable Securities are offered, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, including any preliminary Prospectus, free writing Prospectus or final Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto, and including all information incorporated by reference therein), or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the case of a prospectus, in light of the circumstances under which they were made, not misleading or (iii) not misleadingany violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and will reimburse each such Selling Holder Indemnified Person are due and payable, for any legal fees or other reasonable and documented expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim or actions or proceedings; provided, however, that the Company will not be liable in any such case if and Indemnified Damages sought by an Indemnified Person to the extent that any such Loss arises arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Selling Holder Indemnified Person in writing specifically expressly for use in connection with the applicable preparation of the Registration Statement or other registration statementany such amendment thereof or supplement thereto; and (y) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or prospectus supplement, as applicabledelayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder the Indemnified Person, Person and shall survive the any transfer of such securities Registrable Securities by such Selling Holderany Investor pursuant to Section 9.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderUnderwriter, its directors, directors and officers, managers, partners, employees and agents and each Person, if any, person who controls such Selling Holder any Underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any and all losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which such Selling Holder Indemnified Person they or any of them may become subject under the Securities Act, the Exchange Act or otherwiseany other statute or common law, and to reimburse the Underwriters and such controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such Losses (losses, claims, damages, liabilities or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any post-effective amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), if used within the period during which the Underwriters are authorized to use the Prospectus as provided in Section 4 hereof, or the omission or alleged omission to state therein (if so used) a prospectusmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained in this Section 9(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished as herein stated in Section 12 or otherwise furnished in writing to the Company will by or on behalf of any Underwriter through you for use in connection with the preparation of the Registration Statement or the Prospectus or any such amendment thereof or supplement thereto, or was contained in that part of the Registration Statement constituting the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee; provided, further, that, with respect to any untrue statement or alleged untrue statement made in, or omission or alleged omission from, the Prospectus, the indemnity agreement contained in this Section 9(a) with respect to the Prospectus shall not be liable inure to the benefit of any Underwriter (or the benefit of its directors or officers or any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities which are the subject thereof, if such person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented if the Company shall have made any amendments thereof or supplements thereto which shall have been furnished to you, as Representative of the Underwriters, or to such Underwriter prior to the time of the below-written confirmation), excluding the documents incorporated therein by reference, at or prior to the written confirmation of the sale of such Securities to such person in any such case if where delivery of the Prospectus is required under the Securities Act and to the extent that rules and regulations of the Commission thereunder and any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use was corrected in the applicable Registration Statement Prospectus (or other registration statement, the Prospectus as amended or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holdersupplemented).

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Purchaser Indemnified Persons”), against any losses, claims, damages, expenses liabilities or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder the Purchaser Indemnified Person Persons may become subject subject, under the Securities Act, the Exchange Act or otherwiseany other federal or state statutory law or regulation, or at 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 losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereofthereof as contemplated below) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in either or both of the Registration Statements, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the times of effectiveness of the Registration Statements, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rules 430B, 430C or 434, of the 1933 Act Rules and Regulations, or the Prospectus, in the case of any prospectus, in light form first filed with the Commission pursuant to Rule 424(b) of the circumstances under which such statement 1933 Act Rules and Regulations, or filed as parts of the Registration Statements at the time of effectiveness if no Rule 424(b) filing is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, required or any amendment or supplement thereof, or any free writing prospectus relating thereto, or that arise out of or are based upon the omission or alleged omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, Registration Statements or any amendment or supplement thereto not misleading or in the Prospectus or any amendment or supplement thereto not misleading in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable for amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld or delayed, and the Company will not be liable in any such case if and to the extent that any such Loss loss, claim, damage, liability or expense arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission so made in either or both of the Registration Statements, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically for use in to the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of the Purchaser expressly for use therein, (B) the failure of the Purchaser to comply with the covenants and agreements contained herein or (C) the inaccuracy of any representation or warranty made by the Purchaser herein; (ii) any misrepresentation or breach of any representation or warranty made by the Company in the Agreement or any other certificate, instrument or document contemplated hereby or thereby; (iii) any breach of any covenant, agreement or obligation of the Company contained in the Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (iv) any cause of action, suit or claim brought or made against such Selling Holder Purchaser Indemnified PersonPerson by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting (A) from the execution, delivery, performance or enforcement of the Agreement or any other certificate, instrument or document contemplated hereby or thereby, (B) from any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or (C) solely from the status of such Purchaser or holder of the Securities as an investor in the Company, and shall survive the transfer of Company will promptly reimburse the Purchaser Indemnified Persons for reasonable legal and other expenses as such securities expenses are reasonably incurred by the Purchaser Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Selling Holderloss, claim, damage, liability, expense or action.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, the Company will indemnify will, and hereby does, indemnify, hold harmless and defend each Selling Holder thereunderInvestor, its their respective directors, officers, managers, partners, employees and agents agents, and each Person, if any, who controls such Selling Holder any Investor within the meaning of the Securities 1933 Act and or the Exchange Act1934 Act (each, and its directors, officers, managers, partners, employees or agents (collectively, the an “Selling Holder Indemnified PersonsPerson”), against any losses, claims, damages, expenses or liabilities (including liabilities, judgments, fines, penalties, charges, costs, reasonable and documented attorneys’ fees and expenses) (collectivelyfees, “Losses”)amounts paid in settlement, joint or several, and any reasonable and documented expenses (collectively, “Indemnified Damages”), incurred in investigating, preparing or defending any action, claim, suit, proceeding, investigation or appeal taken from the foregoing by or before any court or Governmental Authority or other administrative or regulatory agency or body (including the SEC and any state commission or authority or self-regulatory organization or securities exchange in the United States or elsewhere), whether pending or threatened (each, a “Claim” and collectively, “Claims”), to which such Selling Holder Indemnified Person any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses Claim (or actions or proceedings, whether commenced or threatened, in respect thereof) or Indemnified Damages arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other registration statement contemplated by this Agreement, Blue Sky laws of any preliminary prospectus, prospectus supplement or final prospectus contained thereinjurisdiction in which Registrable Securities are offered, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, including any preliminary Prospectus, free writing Prospectus or final Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto, and including all information incorporated by reference therein), or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the case of a prospectus, in light of the circumstances under which they were made, not misleading or (iii) not misleadingany violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and will reimburse each such Selling Holder Indemnified Person are due and payable, for any legal fees or other reasonable and documented expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim or actions or proceedings; provided, however, that the Company will not be liable in any such case if and Indemnified Damages sought by an Indemnified Person to the extent that any such Loss arises arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Selling Holder Indemnified Person in writing specifically expressly for use in connection with the applicable preparation of the Registration Statement or other registration statementany such amendment thereof or supplement thereto; and (y) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or prospectus supplement, as applicabledelayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder the Indemnified Person, Person and shall survive the any transfer of such securities Registrable Securities by such Selling Holderany Investor pursuant to Section 9.

By the Company. In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to this Agreement, to the extent permitted by law, the Company will indemnify and hold harmless each Selling Holder thereunderStockholder who participates in such Registration Statement, its directorseach underwriter of such Registrable Shares, officers, managers, partners, employees and agents and each Personother person, if any, who controls such Selling Holder Stockholder or underwriter within the meaning of the Securities Act and or the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), Act against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which such Selling Holder Indemnified Person Stockholder, underwriter or controlling person may become subject under the Securities Act, the Exchange Act Act, state securities or Blue Sky laws or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances Registration Statement under which such statement is made) contained in (which, for Registrable Shares were registered under the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this AgreementSecurities Act, any preliminary prospectusProspectus or xxxxx Xxxxxx Xxxx & Priest LLP EXECUTION COPY January 14, prospectus supplement or final prospectus 2004 Prospectus contained thereinin such Registration Statement, or any amendment or supplement thereof, or any free writing prospectus relating theretoto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, ; and the Company will reimburse such Selling Stockholder, underwriter and each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them controlling person in connection with investigating, investigating or defending or resolving any such Loss loss, claim, damage, liability or actions or proceedingsaction; provided, however, that the indemnity agreement contained in this Section 6.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company will not nor shall the Company be liable in for any such case if and loss, claim, damage, liability or action to the extent that any such Loss (i) it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a violation which occurs in reliance upon any conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically expressly for use in the applicable Registration Statement connection with such registration by any such Selling Stockholder, underwriter, or other controlling person, or (ii) it arises out of or is based upon any material misstatement or material omission in any such registration statement, preliminary Prospectus or prospectus supplement, as applicable. Such indemnity shall remain final Prospectus if (X) such misstatement or omission is corrected by the Company in full force and effect regardless of any investigation made an amendment or supplement thereto provided to the Selling Stockholders by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer Company in sufficient time prior to the sale of such securities to permit the dissemination thereof to the purchases of securities and (Y) such amendment or supplement (containing such correction) shall not have been given or sent by such the Selling HolderStockholders to the purchaser of the securities.

By the Company. In the event of a any registration of any the Registrable Securities Shares of the Company under the Securities Act pursuant to this AgreementAct, the Company will will, and hereby does, indemnify and hold harmless each Selling Holder thereunderthe Holders with respect to the Registrable Shares included in such registration, its directors, officers, managers, partners, employees and agents underwriters and each Personother person, if any, who controls such Selling any Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which the Company or such Selling Holder Indemnified Person or any such director or officer or underwriter or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances Registration Statement under which such statement is made) contained in (which, for securities were registered under the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this AgreementSecurities Act, any preliminary prospectus, final prospectus supplement or final summary prospectus contained therein, or any amendment or supplement thereofthereto, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under in which they were made) made not misleading, and the Company will reimburse such Holder and each such Selling Holder Indemnified Person director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss loss, claim, liability, action or actions or proceedingsproceeding; provided, however, provided that the Company will shall not be liable in any such case if and to the extent that any such Loss loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Selling Holder Indemnified Person in writing underwriter or such Holder, as the case may be, specifically for use in the applicable Registration Statement preparation thereof and; provided further that the Company shall not be liable to any person in any such case to the extent that any such loss, claim, damage, liability (or other registration statement, action or prospectus supplementproceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as applicablethe same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to written confirmation of the sale of the Registrable Shares to such person if such statement or omission was corrected in such final prospectus as amended or supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling underwriter or such Holder Indemnified Personor any such director, official, underwriter or controlling person and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderUnderwriter, its directors, directors and officers, managers, partners, employees and agents and each Person, if any, person who controls such Selling Holder any Underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any and all losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which such Selling Holder Indemnified Person they or any of them may become subject under the Securities Act, the Exchange Act or otherwiseany other statute or common law, and to reimburse the Underwriters and such controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such Losses (losses, claims, damages, liabilities or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any post-effective amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), if used within the period during which the Underwriters are authorized to use the Prospectus as provided in Section 4 hereof, or the omission or alleged omission to state therein (if so used) a prospectusmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained in this Section 12(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished as herein stated in Section 15 or otherwise furnished in writing to the Company will by or on behalf of any Underwriter through you for use in connection with the preparation of the Registration Statement or the Prospectus or any such amendment thereof or supplement thereto, or was contained in that part of the Registration Statement constituting the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee; provided, further, that, with respect to any untrue statement or alleged untrue statement made in, or omission or alleged omission from, the Prospectus, the indemnity agreement contained in this Section 12(a) with respect to the Prospectus shall not be liable inure to the benefit of any Underwriter (or the benefit of its directors or officers or any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased the Bonds which are the subject thereof, if such person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented if the Company shall have made any amendments thereof or supplements thereto which shall have been furnished to you, as Representatives of the Underwriters, or to such Underwriter prior to the time of the below-written confirmation), excluding the documents incorporated therein by reference, at or prior to the written confirmation of the sale of such Bonds to such person in any such case if where delivery of the Prospectus is required under the Securities Act and to the extent that rules and regulations of the Commission thereunder and any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use was corrected in the applicable Registration Statement Prospectus (or other registration statement, the Prospectus as amended or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holdersupplemented).

By the Company. In the event of a registration of any Registrable Securities Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless (1) each Selling Holder thereunderPlacement Agent, its their respective directors, officers, employees, agents and managers, partners, employees and agents and each Person, if any, who controls such Selling Holder Placement Agent within the meaning of the Securities Act and the Exchange Act, and its their respective directors, officers, employees, agents and managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified the Placement Agents or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in the light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Mandatory Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, or (iii) arise out of or are based upon or asserted by any person, including stockholders of the Company, in connection with or as a result of any act taken or failure to by the Placement Agents pursuant to this Agreement (provided that the Company shall not be liable under this clause (iii) 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 from the gross negligence, willful misconduct or bad faith of a Placement Agent or any of its directors, officers, employees or agents), and will reimburse each of the Placement Agents their respective directors and officers, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Placement Agent or such controlling Person in writing specifically for use in the Mandatory Registration Statement or such other registration statement, free writing prospectus or prospectus supplement, as applicable and (2) each Selling Holder thereunder, their respective directors, officers, employees, agents and managers, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and their respective directors, officers, employees, agents and managers, against any Losses, joint or several, to which such Selling Holder or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in the light of the circumstances under which such statement is made) contained in a Mandatory Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, their respective directors and officers and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified or such controlling Person in writing specifically for use in the applicable Mandatory Registration Statement or such other registration statement, free writing prospectus or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Placement Agents and such Selling Holder Indemnified or any such director, officer, employee, agent, manager or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderUnderwriter, its directors, directors and officers, managers, partners, employees and agents and each Person, if any, person who controls such Selling Holder any Underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any and all losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which such Selling Holder Indemnified Person they or any of them may become subject under the Securities Act, the Exchange Act or otherwiseany other statute or common law, and to reimburse the Underwriters and such controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such Losses (losses, claims, damages, liabilities or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any post-effective amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the case of a Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), any preliminary prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus, if used within the period during which the Underwriters are authorized to use the Prospectus as provided in Section 4 hereof, or the omission or alleged omission to state therein (if so used) a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will indemnity agreement contained in this Section 12(a) shall not be liable in apply to any such case if and to the extent that losses, claims, damages, liabilities or actions arising out of, or based upon, any such Loss arises out of or is based upon an untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission or alleged omission so was made in reliance upon and in conformity with information furnished by such Selling Holder Indemnified Person as herein stated in Section 15 or otherwise furnished in writing specifically for use in to the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of any Underwriter through you for use in connection with the preparation of the Registration Statement or the Prospectus or any such Selling Holder Indemnified Personamendment thereof or supplement thereto, any preliminary prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus, or was contained in that part of the Registration Statement constituting the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee. The foregoing indemnity agreement shall survive be in addition to any liability which the transfer of such securities by such Selling HolderCompany may otherwise have.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderStockholder, its directors, officers, managers, partnersdirectors, employees and agents and each Person, if any, Person who controls such Selling Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) Stockholder or such other indemnified Person and the officers, and its directors, officers, managers, partners, employees and agents of such control Persons or agents (collectively, the “Selling Holder Indemnified Persons”), other indemnified Persons against any all losses, claims, damages, liabilities and expenses or liabilities (including including, without limitation, reasonable attorneys’ ' fees and expenses) , (collectively, “the "Losses”"), joint as incurred, caused by, resulting from or several, relating to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectusShelf Registration Statement, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, Prospectus or any amendment thereof or supplement thereof, thereto or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for except insofar as the same are caused by or contained in, or alleged to be omitted from, any legal or other expenses reasonably incurred by them information furnished in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that writing to the Company will not be liable in by Stockholder or its underwriter expressly for use therein or are caused by Stockholder's failure to deliver, or its underwriter's failure to deliver, a copy of the Prospectus or any supplements thereto after the Company has furnished Stockholder with the requested number of copies of the same and the Prospectus or such case if and to the extent that any supplement would have corrected such Loss arises out of or is based upon an untrue statement or alleged untrue statement or such omission or alleged omission so made in conformity or (ii) any violation by the Company of any federal or state law, rule or regulation applicable to the Company and relating to action required of, or inaction required by, the Company with information furnished by respect to the Shelf Registration Statement, the Prospectus or any amendment thereto or supplement thereof. In connection with an underwritten offering and without limiting any of the Company's other obligations under this Agreement, the Company shall indemnify such Selling Holder Indemnified underwriters, their officers, directors, employees and agents and each Person in writing specifically for use in who controls (within the applicable Registration Statement meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriters or such other indemnified Person and the officers, directors, employees and agents of such control Persons or other registration statement, or prospectus supplement, indemnified Persons to the same extent as applicable. Such indemnity shall remain in full force and effect regardless provided above with respect to the indemnification of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderStockholder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees Affiliates that own Registrable Securities and agents their respective directors and officers and each underwriter pursuant to the applicable underwriting agreement with such underwriter and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, Act and its directors, officers, managers, partners, employees or agents directors and officers (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingmisleading or arise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of the Company’s securities, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Shelf Registration Statement or such other registration statement, statement or any prospectus supplement, as applicablecontained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managersemployees, partners, employees partners and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managersemployees, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”)partners and agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors, officers, employees, partners and agents and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by or on behalf of such Selling Holder Indemnified Person in writing specifically expressly for use inclusion in the applicable Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, the Company will indemnify and hold harmless each Selling Holder thereunderHolder, its directors, officers, managers, the partners, employees officers and agents directors of each Holder, any underwriter (as defined in the 1933 Act) for such Holder and each Personperson, if any, who controls such Selling Holder suxx Xxxxxr or underwriter within the meaning of the Securities 1933 Act and or the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, ) to which such Selling Holder Indemnified Person they may become subject under the Securities 1933 Act, the Exchange Act or otherwiseother federal or state law, insofar as such Losses losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): - any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (whichsuch Registration Statement, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, including any preliminary prospectus, prospectus supplement or final prospectus contained therein, therein or any amendment amendments or supplement thereof, or any free writing prospectus relating supplements thereto, or arise out of or are based upon ; - the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein (in not misleading; or - any violation or alleged violation by the case of a prospectus, in light Company of the circumstances 1933 Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under which they were made) not misleadingthe 1933 Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such Registration Statement; and the Company will reimburse each such Selling Holder Indemnified Person Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them them, as incurred, in connection with investigating, investigating or defending or resolving any such Loss loss, claim, damage, liability or actions or proceedingsaction; provided, however, that the indemnity agreement contained in this subsection (a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case if and for any such loss, claim, damage, liability or action to the extent that any such Loss it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically expressly for use in the applicable Registration Statement connection with such registration by such Holder, partner, officer, director, underwriter or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf controlling person of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a any registration of any Registrable Securities securities of the Company under the Securities Act pursuant to this Agreement, the Company will and hereby does indemnify and hold harmless harmless, to the fullest extent permitted by law, each Selling Holder thereunderHolder, each of its directors, officers, managersfiduciaries, partnersemployees, employees stockholders, directors and agents general and limited partners (and the officers, fiduciaries, employees, stockholders and directors thereof), and each Person, if any, who controls person controlling such Selling Holder within the meaning of Section 15 of the Securities Act and the Exchange Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and its directorseach underwriter or Qualified Independent Underwriter, officersif any, managers, partners, employees and each person who controls any underwriter or agents (collectively, Qualified Independent Underwriter within the “Selling Holder Indemnified Persons”)meaning of Section 15 of the Securities Act, against any lossesall costs, expenses, claims, losses, damages, expenses liabilities, actions or liabilities proceedings (whether commenced or threatened) in respect thereof ("Claims") (including reasonable attorneys’ fees and expensesany Claims incurred in settlement of any litigation, commenced or threatened) (collectively, “Losses”), joint or several, to which each such Selling Holder Indemnified Person indemnified party may become be subject under the Securities Act, the Exchange Act or otherwise, otherwise insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) Claims arise out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances registration statement under which such statement is made) contained in (which, for securities were registered under the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement Securities Act or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus or any amendment or supplement thereto, together with the documents incorporated by reference therein, or 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, in the case of a prospectus, in light of the circumstances under which they were made) , not misleading, or (iii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration, and the Company will reimburse each Holder, each of its officers, fiduciaries, employees, stockholders, directors and partners, each person controlling such Selling Holder Indemnified Person Holder, each such underwriter and each person who controls any such underwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating, preparing or defending or resolving any such Loss or actions or proceedings; providedClaim, however, provided that the Company will not be liable in any such case if and to the extent that any such Loss Claim, arises out of or is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission so untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Selling Holder Indemnified Person in writing Holder, controlling person or underwriter and stated to be specifically for use in therein. If the applicable Registration Statement or Holders are represented by counsel other registration statementthan counsel for the Company, or prospectus supplement, as applicablethe Company will not be obligated under this subsection (a) to reimburse legal fees and expenses of more than one separate counsel for the Holders. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, indemnified party and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents Underwriter and each Personperson, if any, who controls such Selling Holder Underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act, against any and its directorsall losses, officersclaims, managersdamages or liabilities, partners, employees joint or agents several (collectively, the “Selling Holder Indemnified Persons”and actions in respect thereof), against any to which such Underwriter or such controlling person may become subject, under the Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, the Prospectus or any preliminary prospectus, prospectus supplement or final prospectus contained thereinPreliminary Prospectus, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each reimburse, as incurred, such Selling Holder Indemnified Person Underwriter or such controlling persons for any legal or other expenses reasonably incurred by them such Underwriter or such controlling persons in connection with investigating, defending or resolving appearing as a third party witness in connection with any such Loss loss, claim, damage, liability or actions or proceedingsaction; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss loss, claim, damage, liability or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any of such documents in reliance upon and in conformity with information furnished in writing to the Company on behalf of such Underwriter through the Representatives expressly for use therein and provided further that such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage, liability or action purchased Shares which are the subject thereof to the extent that any such loss, claim, damage, liability or action (i) results from the fact that such Underwriter failed to send or give a copy of the Prospectus (as amended or supplemented) to such person at or prior to the confirmation of the sale of such Shares to such person in any case where such delivery is required by the Act and (ii) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made of a material fact contained in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use Preliminary Prospectus that was corrected in the applicable Registration Statement or other registration statementProspectus (as amended and supplemented), or prospectus supplement, as applicableunless such failure resulted from non-compliance by the Company with Section 5(j) hereof. Such The indemnity agreement in this paragraph (a) shall remain be in full force and effect regardless of addition to any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive liability that the transfer of such securities by such Selling HolderCompany may otherwise have.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, the Company will indemnify will, and hereby does, indemnify, hold harmless and defend each Selling Holder thereunderInvestor, its their respective directors, officers, managers, partners, employees and agents agents, and each Person, if any, who controls such Selling Holder any Investor within the meaning of the Securities 1933 Act and or the Exchange Act1934 Act (each, and its directors, officers, managers, partners, employees or agents (collectively, the an “Selling Holder Indemnified PersonsPerson”), against any losses, claims, damages, expenses or liabilities (including liabilities, judgments, fines, penalties, charges, costs, reasonable and documented attorneys’ fees and expenses) (collectivelyfees, “Losses”)amounts paid in settlement, joint or several, and any reasonable and documented expenses (collectively, “Indemnified Damages”), incurred in investigating, preparing or defending any action, claim, suit, proceeding, investigation or appeal taken from the foregoing by or before any court or Governmental Authority or other administrative or regulatory agency or body (including the SEC and any state commission or authority or self-regulatory organization or securities exchange in the United States or elsewhere), whether pending or threatened (each, a “Claim” and collectively, “Claims”), to which such Selling Holder Indemnified Person any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses Claim (or actions or proceedings, whether commenced or threatened, in respect thereof) or Indemnified Damages arise out of or are based upon upon: (i) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other registration statement contemplated by this Agreement, Blue Sky laws of any preliminary prospectus, prospectus supplement or final prospectus contained thereinjurisdiction in which Registrable Securities are offered, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, including any preliminary Prospectus, free writing Prospectus or final Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto, and including all information incorporated by reference therein), or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the case of a prospectus, in light of the circumstances under which they were made, not misleading or (iii) not misleadingany violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and will reimburse each such Selling Holder Indemnified Person are due and payable, for any reasonable and documented legal fees or other reasonable and documented expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim or actions or proceedings; provided, however, that the Company will not be liable in any such case if and Indemnified Damages sought by an Indemnified Person to the extent that any such Loss arises arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with information furnished to the Company by such Selling Holder Indemnified Person in writing specifically expressly for use in connection with the applicable preparation of the Registration Statement or other registration statementany such amendment thereof or supplement thereto; and (y) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or prospectus supplement, as applicabledelayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder the Indemnified Person, Person and shall survive the any transfer of such securities Registrable Securities by such Selling Holderany Investor pursuant to Section 9.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Purchaser Indemnified Persons”), against any losses, claims, damages, expenses liabilities or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder the Purchaser Indemnified Person Persons may become subject subject, under the Securities Act, the Exchange Act or otherwiseany other federal or state statutory law or regulation, or at 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 losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereofthereof as contemplated below) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact (contained in the case Registration Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the times of effectiveness of the Registration Statement, including any prospectusinformation deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rules 430B, 430C or 434, of the 1933 Act Rules and Regulations, or the Prospectus, in light the form first filed with the Commission pursuant to Rule 424(b) of the circumstances under which such statement is made) contained in (which1933 Act Rules and Regulations, for or filed as parts of the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, at the time of effectiveness if no Rule 424(b) filing is required or any amendment or supplement thereof, or any free writing prospectus relating thereto, or that arise out of or are based upon the omission or alleged omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, Registration Statement or any amendment or supplement thereto not misleading or in the Prospectus or any amendment or supplement thereto not misleading in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable for amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld or delayed, and the Company will not be liable in any such case if and to the extent that any such Loss loss, claim, damage, liability or expense arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically for use in to the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of the Purchaser expressly for use therein, (B) the failure of the Purchaser to comply with the covenants and agreements contained herein or (C) the inaccuracy of any representation or warranty made by the Purchaser herein; (ii) any misrepresentation or breach of any representation or warranty made by the Company in the Agreement or any other certificate, instrument or document contemplated hereby or thereby; (iii) any breach of any covenant, agreement or obligation of the Company contained in the Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (iv) any cause of action, suit or claim brought or made against such Selling Holder Purchaser Indemnified PersonPerson by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting (A) from the execution, delivery, performance or enforcement of the Agreement or any other certificate, instrument or document contemplated hereby or thereby, (B) from any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or (C) solely from the status of such Purchaser or holder of the Securities as an investor in the Company, and shall survive the transfer of Company will promptly reimburse the Purchaser Indemnified Persons for reasonable legal and other expenses as such securities expenses are reasonably incurred by the Purchaser Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Selling Holderloss, claim, damage, liability, expense or action.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, the Company will indemnify and hold harmless each Selling Holder thereunderthe Investor, its any underwriter (as defined in the Securities Act) for the Investor, the directors, if any, of such underwriter and the officers, managersif any, partnersof such underwriter, employees and agents and each Personperson, if any, who controls any such Selling Holder underwriter within the meaning of the Securities Act and or the Exchange ActAct (each, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder an "Indemnified Persons”Person"), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, ) (collectively "Claims") to which such Selling Holder Indemnified Person may any of them become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations in the Registration Statement, or any post-effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement post-effective amendment thereof or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the case of a prospectusfinal prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which they the statements therein were made, not misleading or (iii) not misleadingany violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(d) with respect to the number of legal counsel, the Company shall reimburse the Investor and will reimburse each such Selling Holder Indemnified Person underwriters or controlling person, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and Claim. Notwithstanding anything to the extent that any such Loss arises contrary contained herein, the indemnification agreement contained in this Section 6(a) (I) shall not apply to a Claim arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Selling Holder any Indemnified Person in writing specifically or underwriter for such Indemnified Person expressly for use in connection with the applicable preparation of the Registration Statement or other registration statement, any such amendment thereof or supplement thereto; (II) with respect to any preliminary prospectus supplementshall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Common Stock that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as applicable. Such indemnity then amended or supplemented; (III) shall remain not be available to the extent such Claim is based on a failure of the Investor to deliver or cause to be delivered the prospectus made available by the Company; and (IV) shall not apply to amounts paid in full force and effect regardless settlement of any investigation made by or on behalf Claim if such settlement is effected without the prior written consent of such Selling Holder Indemnified Personthe Company, and which consent shall survive the transfer of such securities by such Selling Holdernot be unreasonably withheld.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), Purchaser against any losses, claims, damages, expenses liabilities or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person the Purchaser may become subject subject, under the Securities Act, the Exchange Act or otherwiseany other federal or state statutory law or regulation, or at 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 losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereofthereof as contemplated below) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectusRegistration Statement, in light of the circumstances under which such statement is made) contained in (whichfinancial statements and schedules, for the avoidance of doubt, includes and all other documents filed or incorporated by reference in) as a part thereof, as amended at the applicable times of effectiveness of the Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinStatement, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or that arise out of or are based upon the omission or alleged omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, Registration Statement or any amendment or supplement thereto not misleading or in the Prospectus or any amendment or supplement thereto not misleading in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable for amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld or delayed, and the Company will not be liable in any such case if and to the extent that any such Loss loss, claim, damage, liability or expense arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission so made in the Registration Statement, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically for use in to the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of the Purchaser expressly for use therein, (B) the failure of the Purchaser to comply with the covenants and agreements contained herein or (C) the inaccuracy of any representation or warranty made by the Purchaser herein; (b) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby; (c) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (d) any cause of action, suit or claim brought or made against the Purchaser by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting (A) from the execution, delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (B) from any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or (C) solely from the status of such Selling Holder Indemnified PersonPurchaser or holder of the Securities as an investor in the Company, and shall survive the transfer of Company will promptly reimburse the Purchaser for reasonable legal and other expenses as such securities expenses are reasonably incurred by the Purchaser in connection with investigating, defending or preparing to defend, settling, compromising or paying any such Selling Holderloss, claim, damage, liability, expense or action.

By the Company. In the event of a any registration of any the Registrable Securities Shares of the Company under the Securities Act pursuant to this AgreementAct, the Company will will, and hereby does, indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls the Holders with respect to the Registrable Shares included in such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”)registration, against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person Holders may become subject suffer under the Securities Act, the Exchange Act or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances Registration Statement under which such statement is made) contained in (which, for securities were registered under the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this AgreementSecurities Act, any preliminary prospectus, final prospectus supplement or final summary prospectus contained therein, or any amendment or supplement thereofthereto, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under in which they were made) made not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, PROVIDED HOWEVER that the Company will shall not be liable in any such case if and to the extent that any such Loss loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically for use in to the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of any Holder for use therein; and PROVIDED FURTHER that the Company shall not be liable to any person in any such Selling Holder Indemnified Personcase to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or omission at or prior to written confirmation of the sale of the Registrable Shares to such person if such statement or omission was corrected in such final prospectus as amended or supplemented, and shall survive such final prospectus as amended or supplemented was furnished by the transfer of Company to such securities by such Selling Holderperson.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Table of Contents Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, preliminary prospectus, prospectus supplement or final prospectus, or amendment or supplement thereto, or any free writing prospectus supplementrelating thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderUnderwriter, its directorsofficers and employees, officers, managers, partners, employees and agents and each Personperson, if any, who controls such Selling Holder any Underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), Act against any lossesloss, claimsclaim, damagesdamage, expenses liability or liabilities (including reasonable attorneys’ fees and expenses) (collectivelyexpense, “Losses”), joint or severalas incurred, to which such Selling Holder Indemnified Person Underwriter or such controlling person may become subject subject, under the Securities Act, the Exchange Act or otherwiseother federal or state statutory law or regulation, or at 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 loss, claim, damage, liability or expense (or actions or proceedings, whether commenced or threatened, in respect thereofthereof as contemplated below) arise arises out of or are is based (i) upon any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinStatement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or supplement thereofRule 434 under the Securities Act, or any free writing prospectus relating thereto, 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 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 case of a prospectus, in 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 (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Common Stock 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, provided that the Company shall not be liable 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 Underwriter through its gross negligence or willful misconduct; and to reimburse each Underwriter and each such Selling Holder Indemnified Person controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by NationsBanc Xxxxxxxxxx Securities LLC) as such expenses are reasonably incurred by them such Underwriter or such controlling person in connection with investigating, defending defending, settling, compromising or resolving paying any such Loss loss, claim, damage, liability, expense or actions or proceedingsaction; provided, however, that the Company will foregoing indemnity agreement shall not be liable in apply to any such case if and loss, claim, damage, liability or expense to the extent that any such Loss arises 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 so made in reliance upon and in conformity with written information furnished to the Company and the Selling Shareholders by such Selling Holder Indemnified Person in writing specifically the Representatives expressly for use in the applicable Registration Statement Statement, any preliminary prospectus or other registration statementthe Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or prospectus supplementany person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as applicable. Such indemnity then amended or supplemented if the Company shall remain in full force and effect regardless of have furnished any investigation made amendments or supplements thereto) was not sent or given by or on behalf of such Selling Holder Indemnified PersonUnderwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(a)(i) shall survive be in addition to any liabilities that the transfer of such securities by such Selling HolderCompany may otherwise have.

By the Company. In To the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, the -------------- Company will indemnify and indemnify, hold harmless and defend each Selling Holder thereunderInvestor, its directors, officers, managers, partners, employees each director and agents officer of and each Personperson, if any, who controls such Selling Holder Investor within the meaning of the Securities 1933 Act and or the Exchange 1934 Act, and its directorseach underwriter (as defined in the 0000 Xxx) for the Investors, officersand each director and officer of, managersand each person, partnersif any, employees who controls, such underwriter within the meaning of the 1933 Act or agents the 1934 Act (collectivelyeach, the “Selling Holder an "Indemnified Persons”Person"), against any losses, claims, damages, liabilities or expenses (joint or liabilities (including reasonable attorneys’ fees and expensesseveral) (collectively, “Losses”), joint or several, "Claims") to which such Selling Holder Indemnified Person any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon on: (a) any untrue statement or alleged untrue statement of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable a Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the case of a prospectusfinal prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which they the statements therein were made) , not misleading, or (c) any violation or alleged violation caused by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the preceding clauses (a), (b) and will (c) being, collectively, "Violations"). Subject to the restrictions in section 6.4 with respect to the number of legal counsel, the Company shall reimburse each such Selling Holder Indemnified Person promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses reasonably incurred by them such Indemnified Person in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and Claim. Notwithstanding anything to the extent that any such Loss arises contrary herein, the indemnification agreement in this section 6.1: (1) shall not apply to a Claim arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made on a Violation that occurs in reliance on and in conformity with information furnished by in writing to the Company by, or caused by, any Indemnified Person or underwriter for such Selling Holder Indemnified Person in writing specifically for use in connection with the applicable preparation of the Registration Statement or other registration statementany such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to section 3.3; (2) with respect to any preliminary prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus supplementwas corrected in the prospectus, as applicablethen amended or supplemented, if such prospectus was timely made available by the Company pursuant to section 3.3; (3) shall not be available to the extent that such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company; and (4) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder the Indemnified Person, Person and shall survive the transfer of such securities the Registrable Securities by such Selling Holderthe Investors pursuant to section 9.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the The Company will shall indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents Shareholder of Registrable Securities that are included in a registration statement pursuant to this Agreement and each Personperson, if any, who controls such Selling Holder a Shareholder within the meaning of the Securities Act and the Exchange 1933 Act, from and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any lossesand all loss, damage, liability or claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become a Shareholder or controlling person becomes subject under the Securities Act, the Exchange 1933 Act or otherwise, and, subject to the provisions of Section 6(c) hereof, shall reimburse them, from time to time upon request, for any legal or other costs or expenses reasonably incurred by them in connection with investigating any claims or defending any actions (as provided in Section 6(c) hereof), insofar as such Losses losses, damages, liabilities, claims, costs or expenses are (or actions or proceedings, whether commenced or threatened, in respect thereofi) arise out of or are based upon caused by any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreementstatement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, therein or any amendment or supplement thereof, thereto or any free writing prospectus relating thereto, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectustherein, in light of the circumstances under in which they were made) , not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss loss, damage, liability, claim, cost or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or an omission or alleged omission so (other than a statement or omission about the Company) made in conformity with information furnished by such Selling Holder Indemnified Person the Shareholders in writing specifically for use in the applicable Registration Statement or other preparation of a registration statement, (ii) the failure of the Shareholder to deliver a copy of the registration statement, prospectus or any amendments or supplements thereto or (iii) an untrue statement or alleged untrue statement or an omission or alleged omission in the registration statement, prospectus supplementor any amendment or supplement thereto, if the untrue statement or alleged untrue statement, omission or alleged omission is corrected so as applicable. Such indemnity shall remain to comply with all applicable securities laws in full force an amendment or supplement to the applicable document and effect regardless the person seeking indemnification, having previously been furnished with copies of any investigation made the applicable document as so amended or supplemented, thereafter fails to deliver the amended or supplemented document as required by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder1933 Act.

By the Company. In The Company agrees to indemnify, to the event fullest extent permitted by law, each Holder of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunderbeing sold, its directors, officers, employees, members, managers, partners, employees and agents agents, and each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act and the Exchange Actrules and regulations thereunder) such Holder (each, and its directors, officers, managers, partners, employees or agents (collectively, the an “Selling Holder Indemnified PersonsPerson”), ) against any all losses, claims, damages, liabilities, and expenses or liabilities (including reasonable attorneys’ legal fees and expensesexpenses and all costs incident to investigation or preparation with respect to such losses, claims, damages, liabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, the “Losses”)) caused by, joint resulting from, or several, relating to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectusShelf Registration Statement, in light of the circumstances under which such statement is made) contained in (whichProspectus, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement thereof, thereto or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or a fact necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for except insofar as the same are caused by or contained in any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that information furnished to the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Personin writing expressly for use therein or by such Hxxxxx’s failure to deliver a copy of the Shelf Registration Statement or Prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors, employees, and shall survive agents and each Person who controls (within the transfer meaning of the Securities Act and the rules and regulations thereunder) such securities by underwriters or such Selling Holderother Indemnified Person to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities being sold.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents agents, and each underwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”)agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Holder, director, officer, employee, agent or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or other registration statement contemplated by this AgreementStatement, any preliminary prospectus, free writing prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors, officers, employee and agents, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Holder, its directors, officers, employees and agents or any underwriter or such controlling Person in writing specifically for use in the applicable Shelf Registration Statement or other registration statementcontemplated by this Agreement, or any preliminary prospectus, free writing prospectus supplementor final prospectus contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such directors, officers, employees agents or any underwriter or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees, attorneys, advisors, Affiliates and managers, partnersand each underwriter, employees and agents pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (contained in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Holder, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Holder, such underwriter or such controlling Person in writing specifically for use in the applicable Shelf Registration Statement or other registration statementstatement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any free writing prospectus supplementrelated thereto, or any amendment or supplement thereof, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified or any such director, officer or controlling Person, and shall survive the transfer of such securities by such Selling Holder.