Common use of Company Indemnification Clause in Contracts

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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such Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify the Investor and each Purchaser stockholder of the Company who holds Registrable Securities (if Registrable Securities held by the Investor or such Purchaser other stockholder are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such Purchaser Investor within the meaning of Section 15 of the Securities Act, to the extent permitted by applicable law, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (Bii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse the Investor and each such Purchaserstockholder, each of its officers and directors, partners, members and each person controlling the Investor and each such Purchaserstockholder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (XA) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Investor and each such Purchaser stockholder or controlling person, and stated to be specifically for use therein, (YB) the use by a Purchaser the Investor or any other stockholder of an outdated or defective prospectus after the Company has notified the Investor or such Purchaser other stockholder in writing that the prospectus is outdated or defective defective, (C) the Investor’s or (Z) a Purchasersuch other stockholder’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that or (D) any violation by the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any Investor or such loss, claim, damage, liability or action if such settlement is effected without the consent other stockholder of the Company (which consent shall not be unreasonably withheld)Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Investor or such other stockholder.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, each of its officers officers, directors and directorspartners and such Holder's legal counsel and independent accountants, partners, members and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and in each case, the Company will reimburse each such PurchaserHolder, each of its officers officers, directors and directorspartners and such Holder's legal counsel and independent accountants, partners, members and each person controlling such PurchaserHolder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser Holder or controlling person, underwriter and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will agrees to indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in and hold harmless the securities as to which such registration is being effected), Investors and each of its officers and their officers, directors, shareholders, members, employees, partners, members agents and each person controlling such Purchaser within the meaning affiliates and any direct or indirect investors, shareholders, officers, directors, agents, partners, employees, members, agents or affiliates of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement for loss or damage arising as a result of or related to (a) any breach by the Company of any litigationof its representations or covenants set forth herein or the unenforceability or invalidity of any provision of any of the Transaction Agreements other than the Investor Rights Agreement and Warrants, commenced or threatened(b) any cause of action, suit or claim brought or made against such indemnitee (other than directly by the Company solely for breach of this Agreement, or any Transaction Agreement other than the Investor Rights Agreement and Warrants by the indemnitee or by governmental or regulatory authorities), and arising out of or based on resulting from (Awhether in whole or in part) the execution, delivery, performance or enforcement of this Agreement or any untrue statement other Transaction Agreement other than the Investor Rights Agreement and Warrants or any other instrument, document or agreement executed pursuant hereto or thereto or contemplated hereby or thereby (including the acquisition of the Securities, the Warrants, the Warrant Shares, the Contingent Warrants or alleged untrue statementthe Contingent Shares), 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 the status of the Investor as an investor in the Company, except to the extent that such actual loss or damage results from a breach by such indemnitee of this Agreement, or other Transaction Agreement or any other instrument, document or agreement executed pursuant hereto or thereto or contemplated hereby or thereby. If any action shall be brought against any Investor in respect of which indemnity may be sought pursuant to this Agreement, such Investor shall promptly notify the Company in writing, (provided that the failure of an Investor to give notice as provided herein shall not relieve the Indemnifying Party of its obligations, to the extent such failure is not materially prejudicial) and the and the Company shall have the right to assume the defense thereof with counsel of a material fact contained its own choosing reasonably acceptable to the Investor. Any Investor shall have the right to employ separate counsel in any Registration Statementsuch action and participate in the defense thereof, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any but the fees and expenses of such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to counsel shall be stated therein or necessary to make at the statements therein, in light expense of such Investor unless representation of such Investor by the circumstances in which they were made, not misleading, or (B) any violation counsel retained by the Company of the Securities Act, the Exchange Act, state securities laws would be inappropriate due to actual or any rule or regulation promulgated under potential conflicting interests between such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal Investor and any other expenses reasonably incurred, as party represented by such expenses are incurred, counsel in connection with investigating, preparing such proceeding or defending any should the Company failed promptly to assume the defense of such claim, loss, damage, liability or action, provided that the proceeding. The Company will not be liable in to any such case to the extent that Investor under this Agreement for any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company settlement by an instrument duly executed by such Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is Investor effected without the consent of the Company (Company’s prior written consent, which consent shall not be unreasonably withheld)withheld or delayed. The right to indemnification shall include the right to repayment of legal fees only if the indemnitee has prevailed on the merits in a final judgment of a court from which no further appeal is possible.

Company Indemnification. The In consideration of Purchaser's execution and delivery of this Agreement and in addition to all of the Company's other obligations under the Transaction Documents, from and after the Closing, the Company will shall defend, protect, indemnify each and hold harmless Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each and all of its officers and partners, officers, directors, partnersemployees, and members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Purchaser Indemnitees") from and against any and all actions, causes of action, suits, claims (which actions, causes of action, suits and claims are made by third parties), losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Purchaser Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Purchaser Indemnified Liabilities"), incurred in settlement by any Purchaser Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any litigationrepresentation or warranty made by the Company in the Transaction Documents or any other certificate or document contemplated hereby or thereby, commenced (b) any breach of any covenant, agreement or threatenedobligation of the Company contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, and (c) any cause of action, suit or claim brought or made against such Purchaser Indemnitee by a third party arising out of or based on resulting from the Company's breach of the Transaction Documents or the Company's breach of other certificate, instrument or document contemplated hereby or thereby, and (Ad) the enforcement of this Section. Notwithstanding the foregoing, Purchaser Indemnified Liabilities shall not include any untrue statement liability of any Purchaser Indemnitee to the extent it arises out of: (or alleged untrue statementi) of a material fact contained in any Registration Statementsuch Purchaser Indemnitee's willful misconduct, prospectus, offering circular or other documentgross negligence, or fraudulent action(s) or (ii) the breach of any amendment representation, warranty or supplement thereto, incident covenant in the Transaction Documents by such Purchaser Indemnitee. The Company shall be liable under this Section 7.5(a) in respect of Purchaser Indemnified Liabilities only to any the extent the aggregate of such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements thereinPurchaser Indemnified Liabilities exceed $10,000, in light which case the Company shall be liable under this Section 7.5(a) for all Purchaser Indemnified Liabilities up to a maximum aggregate amount equal to the greater of (i) the Cummins Family Produce Value or (ii) the Initial Closing Consideration Value. To the extent permitted by law, the parties acknowledge and agree that the indemnification set forth in this Section 7.5(a) shall be the exclusive remedy of the circumstances in which they were made, not misleading, or (B) Purchaser Indemnitees against the Company for any violation Purchaser Indemnified Liabilities. To the extent that the undertaking by the Company of the Securities Actin this Section 7.5(a) may be unenforceable for any reason, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable and subject to the Company in connection with any such registration, and in each caselimitations set forth above, the Company will reimburse each such Purchaser, shall make the maximum contribution to the payment and satisfaction of each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or Purchaser Indemnified Liabilities which is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 permissible under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)applicable law.

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will indemnify and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Selling Holder, each of its partners, directors and officers and directorseach other Person, partnersif any, members and each person controlling who controls such Purchaser Selling Holder within the meaning of Section 15 of the Securities Act or the Exchange Act (each such Person being a “Covered Person”) against any losses, claims, damages or liabilities, joint or several, to which such Covered Person may become subject under the Securities Act, against all expensesthe Exchange Act, state securities laws or otherwise, insofar as such losses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising ) arise out of or are based on upon (Aa) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, Statement or based on any (b) the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, Covered Person for any legal and or any other expenses reasonably incurred, as incurred by such expenses are incurred, Covered Person in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if action; provided, however, that the Company will not be liable to any Covered Person in any such settlement case (x) to the extent that any such loss, claim, damage or liability arises out of or is effected without based upon any untrue statement or omission made in such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the consent Company, in writing, by or on behalf of such Covered Person specifically for use in the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the Company (final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such loss, claim, damage or liability in any case in which consent shall not be unreasonably withheld)such delivery is required by the Securities Act.

Company Indemnification. The Company will indemnify and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, and each of its officers and Holder’s officers, directors, partners, members legal counsel, and accountants, and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 1, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act, any underwriter, against all expenses, claims, losses, damages or damages, and liabilities (or actions actions, proceedings, or settlements in respect thereof)of such expenses, including any of the foregoing incurred in settlement of any litigationclaims, commenced or threatenedlosses, damages, and liabilities) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular circular, or other documentdocument (including any related registration statement, notification, or any amendment or supplement thereto, similar document) incident to any such Registration Statementregistration, qualification, or compliance, or based on any omission (or alleged omission) to state therein in such document a material fact required to be stated therein in such document or necessary to make the statements therein, in light of the circumstances in which they were made, such document not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, Act and any applicable state securities laws or any rule or regulation promulgated under such the Securities Act or state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and in each case, the Company will reimburse each such PurchaserHolder, and each of its officers and such Holder’s officers, directors, partners, members legal counsel, and accountants, and each person controlling such PurchaserHolder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing investigating and defending or defending settling any such claim, loss, damage, liability liability, or action, ; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability liability, or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser Holder or controlling person, underwriter and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 8.8(a1.6(a) shall will not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the Company’s consent of the Company (which consent shall will not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other documentdocument (including, without limitation, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) authorized by the Company for use in connection with such Registration Statement), or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if requiredrequired (and not exempted, including pursuant to Rule 172 under the Securities Act (or any successor rule)) to the Persons asserting an untrue statement or alleged untrue statement omission or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)Securities.

Company Indemnification. The Company will covenants and agrees to defend, ----------------------- indemnify and save and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Investor, each of together with its officers and officers, directors, partners, members and each person controlling such Purchaser shareholders, employees, trustees, affiliates (within the meaning of Section 15 Rule 405 of the Securities SEC under the Act), beneficial owners, attorneys and representatives, from and against any and all losses, costs, expenses, claimsliabilities, lossesclaims or legal damages (including, damages without limitation, reasonable fees and disbursements of counsel and accountants and other costs and expenses incident to any actual or liabilities (threatened claim, suit, action or actions in respect thereof)proceeding, including any of the foregoing whether incurred in settlement connection with a claim against the Company or a third party claim) (collectively, "Investor Losses") up to the amount of any litigation, commenced or threatened, such Investor's original --------------- investment in the Private Placement (as set forth on Schedule A hereto) arising out of or based on resulting from: (Ai) any untrue statement (inaccuracy in or alleged untrue statement) breach of a material fact contained any representation, warranty, covenant or agreement made by the Company in this Agreement, any Additional Agreement or in any Registration Statementwriting delivered pursuant to this Agreement or at the Closing; (ii) the failure of the Company to perform or observe fully any covenant, prospectus, offering circular agreement or other document, provision to be performed or observed by it pursuant to this Agreement or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, Additional Agreement; or (Biii) any violation actual or threatened claim, suit, action or proceeding arising out of or resulting from the conduct by the Company of its Business or operations, or the Securities Act, the Exchange Act, state securities laws Company's occupancy or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each use of its officers and directorsproperties or assets, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation Closing Date; other than, with respect to an Investor. Investor Losses resulting directly from the gross negligence or willful misconduct of such Investor or any of its respective officers, directors, employees, or any affiliate within the meaning of Rule 405 of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplementSEC under the Act are not covered under this Section 9.1; provided, furtherhowever, that, if and to the extent -------- ------- that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of such indemnification is unenforceable for any such lossreason, claim, damage, liability or action if such settlement is effected without the consent of the Company (shall make the maximum contribution to the payment and satisfaction of such indemnified liability which consent shall not be unreasonably withheld)permissible under applicable laws.

Company Indemnification. The Company will indemnify shall indemnify, to the fullest extent permitted by applicable law, each Purchaser Covered Person and each Covered Person’s affiliates, directors, trustees, members, managers, shareholders, officers, partners, controlling persons, employees and agents (including any individual who holds Registrable Securities serves at their request as director, officer, manager, partner, trustee or the like of another Person, including the Company) and/or the legal representatives and controlling persons of any of them (if Registrable Securities held each of the foregoing being an “Indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees and expenses reasonably incurred by such Purchaser are included Indemnitee in connection with the securities defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body, in which such Indemnitee may be or may have been threatened, while acting in a manner believed to be within the scope of authority conferred on such Indemnitee by this Agreement, except with respect to any matter as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Purchaser Indemnitee’s action was within the meaning scope of Section 15 of authority conferred on such Indemnitee by this Agreement, and furthermore, in the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement case of any litigationcriminal proceeding, commenced or threatenedso long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, arising out of or based on however, that (Ai) no Indemnitee shall be indemnified hereunder against any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable liability to the Company in connection with or its Members or any expense of such registrationIndemnitee arising by reason of its willful misconduct, bad faith, gross negligence, dishonesty or reckless disregard of its duties hereunder, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for (ii) with respect to any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the Company will not be liable in any prosecution of such case to the extent that any such claimaction, loss, damage, liability suit or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed other proceeding by such Purchaser or controlling person, and stated to be specifically for use therein, (Y) Indemnitee was authorized by the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)Company.

Company Indemnification. The Company will indemnify each the Purchaser who holds Registrable Securities (if Registrable Securities held by such the Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such the Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such the Purchaser, each of its officers and directors, partners, members and each person controlling such the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 the Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a5.3(i)(i) 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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser Investor who holds Registrable Securities (if Registrable Securities held by such Purchaser Investor are included in the securities as to which such registration is being effected), each of its officers and directors, directors and partners, members and each person controlling such Purchaser Investor within the meaning of Section 15 of the Securities Act, with respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such PurchaserInvestor, each of its officers and directors, partners, members and each person controlling such PurchaserInvestor, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (XA) any untrue statement or omission or alleged 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 Purchaser Investor or controlling person, and stated to be specifically for use therein, (YB) the use by a Purchaser Investor of an outdated or defective prospectus after the Company has notified such Purchaser Investor in writing that the prospectus is outdated or defective or (ZC) a PurchaserInvestor’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(asubsection 2(e)(i) 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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, each of its officers officers, directors and directors, partners, members and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and in each case, the Company will reimburse each such PurchaserHolder, each of its officers officers, directors and directors, partners, members and each person controlling such PurchaserHolder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of the Company, which consent shall not be unreasonably withheld, and that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser a Holder or controlling person, and stated to be underwriter specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The In the event of any registration under the Securities Act of any securities pursuant to this Section 4, the Company will indemnify and hold harmless each Purchaser who holds Registrable Securities Warrantholder and each other individual, corporation, partnership, trust, organization, association or other entity or individual (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected"Person"), each of its officers and directorsif any, partners, members and each person controlling such Purchaser which controls (within the meaning of Section 15 of the Securities Act) such holder, against all expensesany losses, claims, damages or liabilities, joint or several, to which such holder or controlling Person may become subject under the Securities Act or otherwise, to the extent that such losses, claims, damages or liabilities (or actions proceedings in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising ) arise out of or are based on (A) upon any untrue statement (or alleged untrue statement) statement of a any material fact contained contained, on the effective date thereof, in any Registration Statementregistration statement under which such securities were registered under the Securities Act, prospectus, offering circular in any preliminary prospectus or other documentfinal prospectus contained therein, or in any amendment or supplement thereto, incident to any such Registration Statement, or arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse such holder and each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, Person for any legal and or any other expenses reasonably incurred, as incurred by such expenses are incurred, holder or such controlling person in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if proceeding, except insofar as any such settlement is effected without the consent of losses, claims, damages, liabilities or expenses result from an untrue statement or omission contained in information furnished in writing to the Company (which consent shall not be unreasonably withheld)by such holder expressly for use therein.

Company Indemnification. The Company Company, on behalf of each Fund, will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)indemnify, each of defend and hold harmless Provident, its several officers and directors, partners, members directors and each any person controlling such Purchaser who controls Provident within the meaning of Section 15 of the Securities 1933 Act, from and against all expensesany losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof)) arise out of, including any of the foregoing incurred in settlement of any litigationor are based upon, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) statement of a material fact contained in any the Registration Statement, prospectus, offering circular the Prospectuses or in any application or other documentdocument executed by the Company, or any amendment or supplement thereto, incident to any such Registration Statementarise out of, or are based upon, information furnished on behalf of a Fund, filed in any state in order to qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application"), or arise out of, or are based upon, the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such PurchaserProvident, each of its several officers and directors, partners, members and each any person controlling such Purchaserwho controls Provident within the meaning of Section 15 of the 1933 Act, for any legal and any or other expenses reasonably incurred, as such expenses are incurred, incurred by any of them in connection with investigating, defending or preparing or defending to defend any such claim, loss, damage, liability or action, provided proceeding or claim; PROVIDED, HOWEVER, that the Company will shall not be liable in any such case to the extent that any such loss, claim, loss, damage, damage or liability or expense arises out of of, or is based on (X) upon, any untrue statement statement, alleged untrue statement, or omission or alleged untrue statement or omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Company in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling person, on behalf of and stated with respect to be Provident specifically for use inclusion therein. The Company shall not indemnify any person pursuant to this subsection 3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of his obligations and duties, under this Agreement (Y"disabling conduct") or, in the use absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made by the vote of a Purchaser majority of an outdated or defective prospectus after a quorum of directors of the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 who are neither "interested persons" of the Company (as defined in the 1▇▇▇ ▇▇▇) nor parties to the proceeding, or by an independent legal counsel in a written opinion. The Company shall advance attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which consent is the subject of a claim for indemnification pursuant to this subsection 3, so long as: (i) such person shall not undertake to repay all such advances unless it is ultimately determined that he is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Company shall be unreasonably withheld)insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party directors of the Company (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such person ultimately will be found entitled to indemnification hereunder.

Company Indemnification. The Company will indemnify and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, and each of its officers and Holder’s officers, directors, partners, members legal counsel, and accountants, and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 1, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act, any underwriter, against all expenses, claims, losses, damages or damages, and liabilities (or actions actions, proceedings, or settlements in respect thereof)of such expenses, including any of the foregoing incurred in settlement of any litigationclaims, commenced or threatenedlosses, damages, and liabilities) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular circular, or other documentdocument (including any related registration statement, notification, or any amendment or supplement thereto, similar document) incident to any such Registration Statementregistration, qualification, or compliance, or based on any omission (or alleged omission) to state therein in such document a material fact required to be stated therein in such document or necessary to make the statements therein, in light of the circumstances in which they were made, such document not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, Act and any applicable state securities laws or any rule or regulation promulgated under such the Securities Act or state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and in each case, the Company will reimburse each such PurchaserHolder, and each of its officers and such Holder’s officers, directors, partners, members legal counsel, and accountants, and each person controlling such PurchaserHolder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing investigating and defending or defending settling any such claim, loss, damage, liability liability, or action, ; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability liability, or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser Holder or controlling person, underwriter and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 8.8(a1.7(a) shall will not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the Company’s consent of the Company (which consent shall will not be unreasonably withheld).

Company Indemnification. The To the extent permitted by law, the Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, each of its officers and officers, directors, partnersemployees, members and partners and such Holder’s legal counsel and independent accountants, and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act, with respect to whose securities registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or and liabilities (or actions in respect thereof), joint or several, including any of the foregoing incurred in settlement of any litigation, commenced or threatened, (i) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (Bii) any violation or alleged violation by the Company of any rule or regulation promulgated under the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under such any laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and in each case, the Company will reimburse each such PurchaserHolder, each of its officers and officers, directors, partnersemployees, members and partners and such Holder’s legal counsel and independent accountants, and each person controlling such PurchaserHolder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of the Company, which consent shall not be unreasonably withheld, and that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Purchaser or controlling person, Holder and stated related to be such Holder specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Holder of Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Securities, each of its officers and officers, directors, partnersstockholders, members agents, attorneys and current and former partners and members, and each person controlling any such Purchaser person within the meaning of Section 15 of the Securities Act, and each Founder, with respect to which registration, qualification or compliance has been effected pursuant to this Section 1 and each underwriter, if any, and each person who controls (within the meaning of Section 15 of the Securities Act) any underwriter of the Registrable Securities held by or issuable to such Holder, against all expenses, claims, losses, damages or damages, costs, expenses and liabilities whatsoever (or actions actions, proceedings or settlements in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, ) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other documentdocuments (including any related registration statement, notification or any amendment or supplement thereto, the like) incident to any such Registration Statementregistration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, Act or any state securities laws law or of any rule or regulation promulgated under such laws the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance (any such misstatement or omission, a “Violation”), and in each case, the Company will reimburse each such PurchaserHolder, each of its officers and officers, directors, partnersstockholders, members agents, attorneys and current and former partners and members, and each person controlling who controls any such Purchaserperson, each Founder, each such underwriter and each person who controls any such underwriter for any legal and any other expenses reasonably incurred, incurred and as such expenses are incurred, incurred in connection with investigating, preparing investigating or defending any such claim, loss, damagedamages, cost, expense, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, cost, expense or liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance Violation based upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser any Holder, Founder, underwriter or controlling person, other otherwise indemnified person and stated to be specifically for use thereinin such prospectus, (Y) the use by a Purchaser of an outdated offering circular or defective prospectus after other document, unless such Holder, Founder or underwriter timely provided to the Company has notified such Purchaser in writing that additional information to correct the prospectus is outdated previously inaccurate or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented)incomplete information. TELENAV, if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Company Indemnification. The Company will agrees to indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in and hold harmless the securities as to which such registration is being effected), Investors and each of its officers and their officers, directors, shareholders, members, employees, partners, members agents and each person controlling such Purchaser within the meaning affiliates and any direct or indirect investors, shareholders, officers, directors, agents, partners, employees, members, agents or affiliates of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement for loss or damage arising as a result of or related to (a) any breach by the Company of any litigationof its representations or covenants set forth herein or the unenforceability or invalidity of any provision of any of the Transaction Agreements other than the Investor Rights Agreement and Warrants, commenced or threatened(b) any cause of action, suit or claim brought or made against such indemnitee (other than directly by the Company solely for breach of this Agreement, or any Transaction Agreement other than the Investor Rights Agreement and Warrants by the indemnitee or by governmental or regulatory authorities), and arising out of or based on resulting from (Awhether in whole or in part) the execution, delivery, performance or enforcement of this Agreement or any untrue statement other Transaction Agreement other than the Investor Rights Agreement and Warrants or any other instrument, document or agreement executed pursuant hereto or thereto or contemplated hereby or thereby (including the acquisition of the Securities, the Warrants, the Warrant Shares, the Contingent Warrants or alleged untrue statementthe Contingent Shares), 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 the status of the Investor as an investor in the Company, except to the extent that such actual loss or damage results from a breach by such indemnitee of this Agreement, or other Transaction Agreement or any other instrument, document or agreement executed pursuant hereto or thereto or contemplated hereby or thereby. If any action shall be brought against any Investor in respect of which indemnity may be sought pursuant to this Agreement, such Investor shall promptly notify the Company in writing, (provided that the failure of an Investor to give notice as provided herein shall not relieve the Indemnifying Party of its obligations, to the extent such failure is not materially prejudicial) and the and the Company shall have the right to assume the defense thereof with counsel of a material fact contained its own choosing reasonably acceptable to the Investor. Any Investor shall have the right to employ separate counsel in any Registration Statementsuch action and participate in the defense thereof, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any but the fees and expenses of such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to counsel shall be stated therein or necessary to make at the statements therein, in light expense of such Investor unless representation of such Investor by the circumstances in which they were made, not misleading, or (B) any violation counsel retained by the Company of the Securities Act, the Exchange Act, state securities laws would be inappropriate due to actual or any rule or regulation promulgated under potential conflicting interests between such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal Investor and any other expenses reasonably incurred, as party represented by such expenses are incurred, counsel in connection with investigating, preparing such proceeding or defending any should the Company failed promptly to assume the defense of such claim, loss, damage, liability or action, provided that the proceeding. The Company will not be liable in to any such case to the extent that Investor under this Agreement for any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company settlement by an instrument duly executed by such Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is Investor effected without the consent of the Company (Company's prior written consent, which consent shall not be unreasonably withheld)withheld or delayed. The right to indemnification shall include the right to repayment of legal fees only if the indemnitee has prevailed on the merits in a final judgment of a court from which no further appeal is possible.

Company Indemnification. The To the extent permitted by Applicable Law, the Company will indemnify each Purchaser who holds Registrable Securities and hold harmless the Investor, the partners, officers and directors of the Investor, any underwriter (if Registrable Securities held by such Purchaser are included as defined in the securities as to which such registration is being effected), each of its officers and directors, partners, members Securities Act) for the Investor and each person controlling such Purchaser Person, if any, who controls the Investor or underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, against all expensesthe Exchange Act or other federal or state law, insofar as such losses, claims, losses, damages or liabilities (or actions in respect thereof), including ) arise out of or are based upon any of the foregoing incurred in settlement of any litigationfollowing statements, commenced omissions or threatenedviolations (collectively, arising out of or based on a "VIOLATION") by the Company: (A) any untrue statement (or alleged untrue statement) statement of a material fact contained in such registration statement, including any Registration Statement, prospectus, offering circular preliminary prospectus or other document, final prospectus contained therein or any amendment amendments or supplement supplements thereto, incident to any such Registration Statement, or based on any (B) the omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (BC) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws law or any rule or regulation promulgated under such laws applicable to the Company Securities Act, the Exchange Act or any state securities law in connection with any the offering covered by such registration, registration statement; and in each case, the Company will reimburse each such Purchaserthe Investor, each of its officers and directorspartner, partnersofficer or director, members and each person underwriter or controlling such Purchaser, Person for any legal and any or other expenses as reasonably incurred, as such expenses are incurred, incurred by them in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or action, ; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, furtherhowever, that the indemnity agreement contained in this Section 8.8(a4.7(a)(i) 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 (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Investor, partner, officer, director, underwriter or controlling Person of the Investor.

Company Indemnification. The Company will indemnify ----------------------- each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, each of its officers and officers, directors, partnerspartners and legal counsel, members and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading, or (B) any violation by the Company of the Securities ActAct or the Securities Exchange Act of 1934, as amended (the "Exchange Act, state securities laws ") or any rule or regulation promulgated under such laws the Securities Act or the Exchange Act applicable to the Company in connection with any such registration, qualification or compliance, and in each case, the Company will reimburse each such PurchaserHolder, each of its officers and officers, directors, partners, members partners and legal counsel and each person controlling such PurchaserHolder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser Holder, controlling person or controlling person, underwriter and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Company will indemnify shall indemnify, defend and hold the Agent-Related Persons, and each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), Bank and each of its officers and respective officers, directors, partnersemployees, members counsel, agents and each person controlling such Purchaser within the meaning of Section 15 of the Securities Actattorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all expensesliabilities, claimsobligations, losses, damages damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or liabilities nature whatsoever which may at any time (or actions in respect thereof), including at any time following repayment of the foregoing incurred in settlement Loans and the termination, resignation or replacement of the Agent or replacement of any litigationBank) be imposed on, commenced incurred by or threatened, asserted against any such Person in any way relating to or arising out of this Agreement or based on (A) any untrue statement (document contemplated by or alleged untrue statement) of a material fact contained in any Registration Statementreferred to herein, prospectus, offering circular or other documentthe transactions contemplated hereby, or any amendment action taken or supplement thereto, incident to omitted by any such Registration Statement, Person under or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registrationof the foregoing, and in each caseincluding with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the Company will reimburse each such Purchaser"Indemnified Liabilities"); provided, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained Indemnified Person. The agreements in this Section 8.8(a) shall not apply to amounts paid in settlement survive payment 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)all other Obligations.

Company Indemnification. (a) The Company will indemnify and hold harmless each Purchaser who holds underwriter of Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Shares, each of its officers and directorsother person, partnersif any, members and each person controlling who controls such Purchaser underwriter within the meaning of Section 15 the Securities Act or the Exchange Act, and Infineon, including each of the officers and directors of such underwriters, such controlling persons, and Infineon, against any losses, claims, damages or liabilities, joint or several, to which such underwriter, such controlling person or Infineon may become subject under the Securities Act, against all expensesthe Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising ) arise out of or are based on (A) upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such Purchaserunderwriter, each of its officers such controlling person and directors, partners, members and each person controlling such Purchaser, Infineon for any legal and or any other expenses reasonably incurredincurred by such underwriter, as such expenses are incurred, controlling person or Infineon in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will not be liable in any such case to the extent that any such loss, claim, loss, damage, damage or liability or expense arises out of or is based on (X) upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged untrue statement final prospectus, or omission made any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by an instrument duly executed or on behalf of such underwriter, such controlling person or Infineon specifically for use in the preparation thereof. (b) Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Infineon, such Purchaser underwriter or any such director, officer or controlling person, and stated to be specifically for use thereinshall survive the transfer of such Registrable Shares by Infineon, (Y) the use by a Purchaser of an outdated such underwriter or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified controlling person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the . Such indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)Company.

Company Indemnification. The Company will shall indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by and hold harmless such Purchaser are included in Holder, the securities as to which such registration is being effected), each of its officers and directors, partners, members directors of such Holder and each person controlling underwriter of Registrable Shares (including any broker or dealer through whom Registrable Shares may be sold) and each person, if any, who controls such Purchaser Holder or any such underwriter within the meaning of Section 15 of the Securities Act, from and against any and all expenseslosses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the 1934 Act, or under any other statute or at common law or otherwise (and, except as hereinafter provided, shall reimburse such Holder and each of the underwriters and each such officer, director and controlling person, if any, for any legal or other expenses incurred by them or any of them in connection with investigating or defending any action whether or not resulting in any liability) insofar as such losses, damages or claims, damages, expenses, liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising arise out of or are based on (A) upon any untrue statement (or alleged untrue statement) statement of a material fact contained or incorporated by reference in any Registration Statementregistration statement, prospectusunder which such Registrable Shares were registered under the Securities Act, offering circular any preliminary prospectus or other documentthe definitive prospectus (or the registration statement or definitive prospectus as from time to time amended or supplemented by the Company or any document incorporated by reference therein), or any amendment arise out of or supplement thereto, incident to any such Registration Statement, or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under unless such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission was made in such registration statement, preliminary prospectus or alleged untrue statement or omission made definitive prospectus in reliance upon and in conformity with written information furnished in writing to the Company by an instrument duly executed in connection herewith by such Purchaser Holder or such underwriter or such officer, director and controlling person, and stated to be specifically as the case may be, expressly for use therein; provided, (Y) however, that such indemnity, insofar as it relates to any preliminary prospectus, shall not inure to the use by a Purchaser benefit of an outdated any underwriter from whom the person asserting such loss, claim, damage or defective prospectus after liability purchased any Registrable Shares which are the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s subject thereof (or to the benefit of any other indemnified person’s) person controlling such underwriter), to the extent that such loss, claim, damage or liability arises out of the failure of such underwriter to send or give a copy of the final prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission such person at or prior to the written confirmation of the sale of such Registrable Securities Shares to such person if such statement or omission was corrected in such prospectus final prospectus. Promptly after receipt by such Holder or supplement; providedany underwriter or any officer, furtherdirector or person controlling such Holder or such underwriter of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder or such underwriter, as the case may be, shall notify the Company in writing of the commencement thereof, and the Company shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel for the indemnified persons (which shall be a separate counsel for each Holder, if requested by it), who shall be counsel satisfactory to such indemnified persons), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder and each such other indemnified person shall have the right to employ its own separate counsel in any such action in addition to any separate counsel referred to above and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company, the Company has failed to assume the defense or employ counsel satisfactory to such indemnified person, or the named parties to any such action (including any impleaded parties) include both such indemnified person and the Company (or an affiliate thereof), and such indemnified person shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (or such affiliate) (in which case the Company shall not have the right to assume the defense of such action on behalf of such indemnified person). The Company shall not be liable to indemnify any person for any settlement of any such action effected without the Company's consent (which shall not be unreasonably withheld). The indemnity agreement contained in this Section 8.8(a8(a) shall not apply be in addition to amounts paid any liability which the Company may otherwise have and shall remain in settlement full force and effect regardless of any such loss, claim, damage, liability investigation made by or action if such settlement is effected without the consent on behalf of the Company (which consent shall not be unreasonably withheld)any Holder or other indemnified person.

Company Indemnification. The Company will indemnify each Purchaser Investor who holds Registrable Securities (if Registrable Securities held by such Purchaser Investor are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such Purchaser Investor within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, misleading or (Bii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such PurchaserInvestor, each of its officers and directors, partners, members and each person controlling such PurchaserInvestor, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser Investor or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser an Investor of an outdated or defective prospectus after the Company has notified such Purchaser Investor in writing that the prospectus is outdated or defective or (Z) a Purchaseran Investor’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a7.11(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will indemnify and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Selling Holder, each of its partners, directors and officers and directorseach other Person, partnersif any, members and each person controlling who controls such Purchaser Selling Holder within the meaning of Section 15 of the Securities Act or the Exchange Act (each such Person being a "Covered Person") against any losses, claims, damages or liabilities, joint or several, to which such Covered Person may become subject under the Securities Act, against all expensesthe Exchange Act, state securities laws or otherwise, insofar as such losses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising ) arise out of or are based on upon (Aa) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, Statement or based on any (b) the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, Covered Person for any legal and or any other expenses reasonably incurred, as incurred by such expenses are incurred, Covered Person in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if action; provided, however, that the Company will not be liable to any Covered Person in any such settlement case (x) to the extent that any such loss, claim, damage or liability arises out of or is effected without based upon any untrue statement or omission made in such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the consent Company, in writing, by or on behalf of such Covered Person specifically for use in the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the Company (final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such loss, claim, damage or liability in any case in which consent shall not be unreasonably withheld)such delivery is required by the Securities Act.

Company Indemnification. The To the extent permitted by Applicable Law, the Company will indemnify each Purchaser who holds Registrable Securities and hold harmless the Investor, the partners, officers and directors of the Investor, any underwriter (if Registrable Securities held by such Purchaser are included as defined in the securities as to which such registration is being effected), each of its officers and directors, partners, members Securities Act) for the Investor and each person controlling such Purchaser Person, if any, who controls the Investor or underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, against all expensesthe Exchange Act or other federal or state law, insofar as such losses, claims, losses, damages or liabilities (or actions in respect thereof), including ) arise out of or are based upon any of the foregoing incurred in settlement of any litigationfollowing statements, commenced omissions or threatenedviolations (collectively, arising out of or based on a “VIOLATION”) by the Company: (A) any untrue statement (or alleged untrue statement) statement of a material fact contained in such registration statement, including any Registration Statement, prospectus, offering circular preliminary prospectus or other document, final prospectus contained therein or any amendment amendments or supplement supplements thereto, incident to any such Registration Statement, or based on any (B) the omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (BC) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws law or any rule or regulation promulgated under such laws applicable to the Company Securities Act, the Exchange Act or any state securities law in connection with any the offering covered by such registration, registration statement; and in each case, the Company will reimburse each such Purchaserthe Investor, each of its officers and directorspartner, partnersofficer or director, members and each person underwriter or controlling such Purchaser, Person for any legal and any or other expenses as reasonably incurred, as such expenses are incurred, incurred by them in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or action, ; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, furtherhowever, that the indemnity agreement contained in this Section 8.8(a4.7(a)(i) 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 (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Investor, partner, officer, director, underwriter or controlling Person of the Investor.

Company Indemnification. The To the extent permitted by law, the Company will indemnify and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in Security Holder, the securities as to which such registration is being effected), each of its officers and directors, partners, members officers, directors and shareholders of each Security Holder, legal counsel and accountants for each Security Holder, any underwriter (as defined under the Securities Act) for such Security Holder and each person controlling Person, if any, who controls such Purchaser Security Holder or underwriter within the meaning of Section 15 of the Securities ActAct (collectively, “Security Holder Indemnified Parties”), against all expensesany losses, claims, losses, damages or liabilities (joint or several) or actions in respect thereofto which they may become subject under the Securities Act or any Securities Act of any other jurisdiction (collectively, “Losses”), including insofar as such Losses arise out of or are based upon any of the foregoing incurred in settlement of any litigationfollowing statements, commenced omissions or threatenedviolations (each, arising out of or based on a “Violation”): (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in a Registration Document under which Registrable Securities were registered, including any Registration Statement, prospectus, offering circular preliminary prospectus or other document, final prospectus contained therein or any amendment amendments or supplement supplements thereto, incident to any such Registration Statement, or based on any ; (ii) the omission (or alleged omission) omission to state therein in a Registration Document under which Registrable Securities were registered a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, ; or (Biii) any violation or alleged violation by the Company (or, with respect to the use of the term “Violation” in Section 2.6(b), by any Security Holder) of the Securities Act, the Exchange Act, state securities laws Act or any rule or regulation promulgated under such laws applicable to the Company Securities Act of any other jurisdiction in connection with any the offering covered by such registrationRegistration Document, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, Security Holder Indemnified Party for any legal and any or other expenses reasonably incurred, incurred by them in connection with investigating or defending any such Loss as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, furtherhowever, that the indemnity agreement contained in this Section 8.8(a2.6(a) shall not apply to to, and the Company shall not be liable for, amounts paid in settlement of any such loss, claim, damage, liability or action Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheldwithheld or delayed), nor shall the Company be liable in any such case for any such Loss to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished to the Company for use in connection with such registration by or on behalf of any Security Holder Indemnified Party; provided, further, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Security Holder Indemnified Party, from whom the Person asserting any such Loss purchased shares in the offering, if a copy of the most current prospectus was not sent or given by or on behalf of such Security Holder Indemnified Party to such Person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the shares to such Person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such Loss.

Company Indemnification. The Company will indemnify indemnify, to the ----------------------- fullest extent permitted by law, each Purchaser Holder (which term, for purposes of this Section 5.6, shall be deemed to include Other Holders who holds Registrable Securities (if Registrable Securities held by such Purchaser are included include shares in the securities as to which such registration is being effecteda registration), its Affiliates, each of its officers and its Affiliates' officers, directors, employees, counsel, agents, representatives and partners, members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 the Exchange Act, such Holder or its Affiliates, participating in any registration, qualification, or compliance effected pursuant to this Section 5.6 with respect to Registrable Securities held by such Holder, each person controlling the Company who is not participating in such registration, qualification or compliance and each underwriter, if any, and each person who controls any underwriter, against all expenses, claims, losses, damages or damages, costs (including, without limitation, costs of investigation and reasonable attorneys' fees and disbursements, expenses and liabilities (or actions in respect thereofthereof collectively "Losses"), ------ including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to which they may become subject under the Securities Act, the Exchange Act, or other federal or state law, arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other documentsimilar document (including any related registration statement, notification, or any amendment or supplement thereto, the like) incident to any such Registration Statementregistration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in under which they were made, not misleading, or (Bii) any violation by the Company of the Securities Actany federal, the Exchange Actstate, state securities laws or any common law rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification, or compliance, and in each case, the Company will reimburse each such PurchaserHolder, each of its officers Affiliates and its Affiliates' officers, directors, employees, counsel, agents, representatives and partners, members and each person controlling such PurchaserHolder or its Affiliates, each such person controlling the Company who is not participating in such registration, qualification or compliance, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing investigating or defending any such claimLosses, loss, damage, liability or actionas incurred, provided that the Company will not be liable to such Holder in any such case to the extent that any such claim, loss, damage, liability or expense arises Losses arise out of or is are based on (X) any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon on and in conformity with written information furnished to the Company by an instrument duly executed expressly for use in the registration statement by such Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)Holder.

Company Indemnification. The Company will shall indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included Eligible Holder participating in the securities as to which such registration is being effected)a registration, each of its officers such Eligible Holder's officers, directors and directors, partners, members its legal counsel and accountants and each person Person controlling such Purchaser Eligible Holder within the meaning of Section 15 of the Securities Act, with respect to whom registration, qualification, or compliance has been effected pursuant to this Section 3, and each underwriter, if any, and each Person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages or and liabilities (or actions actions, proceedings, or settlements in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, ) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular circular, or other document, or any amendment or supplement thereto, document incident to any such Registration Statementregistration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws Act or of any rule or regulation promulgated under such laws 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 in each case, the Company will reimburse each such PurchaserEligible Holder, each of its officers and such Eligible Holder's officers, directors, partners, members legal counsel and accountants, and each person Person so controlling such PurchaserEligible Holder, as well as each such underwriter, and each Person who so controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred by them in connection with investigating, preparing investigating and defending or defending settling any such claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable in any such case to the extent that any such claim, loss, damage, liability or expense action arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Purchaser Eligible Holder or controlling person, underwriter and stated to be specifically for use therein. Notwithstanding the foregoing, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 Company's obligations under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) Subsection 3.6.1 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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Whether or not the transactions ----------------------- contemplated hereby are consummated, the Company will shall indemnify and hold the Agent-Related Persons, and each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), Bank and each of its officers and respective Affiliates, officers, directors, partnersemployees, members counsel, agents and each person controlling such Purchaser within the meaning of Section 15 of the Securities Actattorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all expensesliabilities, claims------------------ obligations, losses, damages damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or liabilities nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or actions in respect thereofreplacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person as a result of any claim or threatened claim by a Person not party to this Agreement or by the Company (except for claims by the Company or against any Agent or a Bank that are successful on the merits as determined by a court of competent jurisdiction), including in any of the foregoing incurred case in settlement of any litigation, commenced way relating to or threatened, arising out of this Agreement or based on (A) any untrue statement (document contemplated by or alleged untrue statement) of a material fact contained in any Registration Statementreferred to herein, prospectus, offering circular or other documentthe transactions contemplated hereby, or any amendment action taken or supplement thereto, incident to omitted by any such Registration Statement, Person under or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registrationof the foregoing, and in each caseincluding with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, "Indemnified ----------- Liabilities"); provided that the Company will not be liable in shall have no obligation hereunder to ----------- -------- any such case Indemnified Person with respect to Indemnified Liabilities to the extent that any resulting from the gross negligence or willful misconduct of such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained Indemnified Person. The agreements in this Section 8.8(a) shall survive payment of all other Obligations; provided further that this Section 10.05 shall not apply be construed to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without expand the consent obligations of the Company (which consent to make payments to the Banks in the circumstances required under subsections 3.01, 3.02, 3.03, 3.04 or 3.05, it being understood and agreed that such subsections shall not be unreasonably withheld)govern the rights and obligations of the Company and the Banks as to matters set forth therein, or to require the Company to compensate a Bank for any Indemnified Liability relating to its cost of funds for any Borrowing.

Company Indemnification. The Company will indemnify each the Purchaser who holds Registrable Securities (if Registrable Securities held by such the Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person Person controlling such the Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Resale Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Resale Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such the Purchaser, each of its officers and directors, partners, members and each person controlling such the Purchaser, for any legal and any other documented expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 the Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a the Purchaser of an outdated or defective prospectus after the Company has notified such the Purchaser in writing that the prospectus is outdated or defective or (Z) a the Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder and each Holder’s officers, each of its officers and directors, partners, members members, legal counsel, and accountants, and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected under this Section 1, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages or damages, and liabilities (or actions actions, proceedings, or settlements in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, ) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus (including any preliminary prospectus), offering circular circular, or other documentdocument (including any related registration statement, notification, or any amendment or supplement thereto, similar documents) incident to any such Registration Statementregistration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws Act or any rule or regulation promulgated under such laws 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 in each case, the Company will reimburse each such PurchaserHolder, each of its officers and Holder’s officers, directors, partners, members members, legal counsel, and accountants, and each person controlling such PurchaserHolder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing investigating and defending or defending settling any such claim, loss, damage, liability liability, or action, ; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability liability, or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser Holder or controlling person, underwriter and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the . The indemnity agreement contained in this Section 8.8(a1.7(a) shall will not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the Company’s consent of the Company (which consent shall will not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, each of its officers officers, directors and directors, partners, members legal counsel, and accountants and each person controlling such Purchaser Holder within the meaning of the Securities Act or the Exchange Act, with respect to which registration, qualification, or compliance has been effected pursuant to this Section 15 1, and each underwriter, if any, and each person who controls within the meaning of the Securities ActAct or Exchange Act any underwriter, against all expenses, claims, losses, damages damages, and liabilities, joint or liabilities several (or actions actions, proceedings, or settlements in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, ) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular circular, or other documentdocument (including any related registration statement, notification, or any amendment or supplement thereto, the like) incident to any such Registration Statementregistration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws laws, or any rule or regulation promulgated under such laws 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 in each case, the Company will reimburse each such PurchaserHolder, each of its officers and officers, directors, partners, members legal counsel, and accountants and each person controlling such PurchaserHolder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing investigating and defending or defending settling any such claim, loss, damage, liability liability, or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability liability, or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser Holder or controlling person, underwriter and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus . It is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, agreed that the indemnity agreement contained in this Section 8.8(a1.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. The (a) Purchaser hereby covenants and agrees that, for a period of six years following the Closing Date, it shall cause the Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser to, and the Company shall, maintain in its Certificate of Incorporation and by-laws provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers than are included presently set forth in the securities as to Company’s Certificate of Incorporation and by-laws on the Closing Date, which provisions shall not be amended, repealed or otherwise modified for such registration is being effected)period in any manner that would adversely affect the rights thereunder of any such individuals; provided, however, that each of its officers the Sellers and directorstheir respective Affiliates will not receive and shall not pursue any such indemnification, partnersadvancement of expenses or exculpation to the extent such indemnification, members and each person controlling such Purchaser within the meaning advancement of Section 15 expenses or exculpation relate to (i) a breach of the Securities Actthis Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement ii) a breach of any litigation, commenced or threatened, arising out of or based on (A) representation set forth in this Agreement by any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingSeller, or (Biii) any violation by action, change, event, condition or circumstance giving rise to an obligation to indemnify a Purchaser Indemnitee under this Agreement. To the extent that former or present directors and officers other than the Sellers are permitted hereunder to pursue such indemnification, advancement of expenses or exculpation (each, a “Covered Person”), the following procedures shall apply: (i) Such director or officer must deliver notice to Purchaser of any claim (threatened or otherwise) that may give rise to such right of indemnification, advancement of expenses or exculpation; and (ii) Purchaser and the Company of shall have the Securities Actright, the Exchange Actupon written notice to such director or officer, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registrationparticipate in, and in each casethe absence of a conflict of interest, to assume the Company will reimburse each such Purchaser, each defense thereof at the expense of its officers Purchaser or the Company. (b) Purchaser hereby covenants and directors, partners, members and each person controlling such Purchaseragrees that, for any legal a period of six years and any other expenses reasonably incurred90 days following the Closing Date, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) it 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 cause the Company (which consent or its successors) to, and the Company (or its successors) shall, maintain a Book Value of at least $10,000,000. (c) This Section 5.2 shall not survive the Closing and is intended to be unreasonably withheld)for the benefit of, and shall be enforceable by, each Covered Person and his or her heirs and legal representatives and shall be binding on the Company and its successors and assigns.

Company Indemnification. The Company will agrees to indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in and hold harmless CF&Co, the securities as to which such registration is being effected)directors, each of its officers and directorsofficers, partners, members employees and agents of CF&Co and each person controlling such Purchaser person, if any, who (i) controls CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with CF&Co (a "CF&Co Affiliate") from and against any and all expenseslosses, claims, lossesliabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or liabilities (or actions in respect thereof), including proceeding between any of the foregoing incurred in settlement of indemnified parties and any litigationindemnifying parties or between any indemnified party and any third party, commenced or threatenedotherwise, arising or any claim asserted), as and when incurred, to which CF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or based are based, directly or indirectly, on (A) any untrue statement (or alleged untrue statement) statement of a material fact contained in any the Registration Statement, prospectus, offering circular Statement or other documentthe Prospectus, or any amendment amendments thereto (including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, if applicable) or supplement thereto, incident to any such Registration Statement, or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading; provided, or (B) any violation by the Company of the Securities Acthowever, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will this indemnity agreement shall not be liable in any such case apply to the extent that any such loss, claim, lossliability, damage, liability expense or expense damage arises out of from or is based on (X) any caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Purchaser or controlling person, and stated on behalf of CF&Co expressly for inclusion in the Registration Statement or Prospectus. This indemnity agreement will be in addition to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after any liability that the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)might otherwise have.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, each of its officers officers, directors and directors, partners, members and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and in each case, the Company will reimburse each such PurchaserHolder, each of its officers officers, directors and directors, partners, members and each person controlling such PurchaserHolder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of the Company, which consent shall not be unreasonably withheld, and that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser a Holder or controlling person, and stated to be underwriter specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as COMPANY agrees to which such registration is being effected)indemnify, each of its officers defend, and directors, partners, members hold EI harmless from and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, against any and all expenses, claims, lossesactions, damages or liabilities (or actions in respect thereof)demands, and costs, including any of the foregoing incurred in settlement of any litigation, commenced or threatened, reasonable attorneys' fees and expenses arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with third party claims related to the COMPANY Intellectual Property, and/or as a result of the performance of the Services provided under this Agreement by COMPANY or its employees, independent contractors or subcontractors and agents ("COMPANY Indemnified Claims"). Acts for which COMPANY shall indemnify EI include, but shall not be limited to, representations or obligations undertaken on behalf of EI concerning the Services to customers which exceed the scope of the Services as set forth in this Agreement; any act or omission in violation of any applicable government statutes, laws, rules and regulations or industry rules and regulations. In addition, COMPANY agrees to defend EI against, and pay the amount of any adverse final judgment or settlement to which COMPANY consents resulting from, any third party claim(s) ("Indemnified IP Claims") that the COMPANY Intellectual Property and/or COMPANY's provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that COMPANY is notified promptly in writing of the Indemnified IP Claim and has sole control over its defense and settlement, and EI provides reasonable assistance in the defense and/or settlement of such claim. EI reserves the right to control the defense of any COMPANY Indemnified Claim and to conduct all proceedings or negotiations in connection therewith, and if it so undertakes, all other proceedings or negotiations to settle or defend any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or actionCOMPANY Indemnified Claim shall be at EI' expense, provided that (i) COMPANY shall have the Company will not be liable in right to approve of any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if COMPANY Indemnified Claim; such settlement is effected without the consent of the Company (which consent approval shall not be unreasonably withheld), and (ii) EI shall be responsible for payment of all attorneys' fees incurred by EI after it has exercised its right to control the defense. COMPANY shall pay any and all CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. expenses and other reasonable costs incurred by EI arising in connection with its obligations under this Section 7(a) promptly upon demand.

Company Indemnification. The To the fullest extent permitted by law, the Company will indemnify and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Selling Holder, each of its officers and partners, directors, partnersofficers, members employees and agents and each person controlling other Person, if any, who controls such Purchaser Selling Holder (within the meaning of Section 15 of the Securities Act or the Exchange Act) and each such controlling Person's partners, directors, officers, employees and agents (each such Person being a "Covered Person") from and against any and all expenseslosses, claims, lossesdamages, damages liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses" and individually a "Loss"), joint or liabilities several, to which such Covered Person may become subject, insofar as such Losses (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising ) arise out of or are based on upon (Aa) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, Statement or based on any (b) the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, Covered Person for any legal and or any other expenses reasonably incurred, as incurred by such expenses are incurred, Covered Person in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability Loss or action; provided, provided however, that the Company will not be liable to any Covered Person in any such case (x) to the extent that any such claim, loss, damage, liability or expense Loss arises out of or is based on (X) upon any untrue statement or omission made in such Registration Statement or alleged untrue statement prospectus, or omission made any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by an instrument duly executed by or on behalf of such Purchaser Covered Person or controlling person, and stated to be the Selling Holder specifically for use therein, in the preparation thereof or (Yy) in the use case of a sale directly by a Purchaser Selling Holder (including a sale of an outdated such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or defective omission was contained in a preliminary prospectus after the Company has notified and corrected in a final or amended prospectus, and such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure Selling Holder failed to send or give deliver a copy of the final or amended prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities Shares to such the person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of asserting any such lossLoss, claim, damage, liability or action if in any case in which such settlement delivery is effected without required by the consent of the Company (which consent shall not be unreasonably withheld)Securities Act.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, to the extent permitted by applicable law, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (Bii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (XA) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (YB) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or defective, (ZC) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(aor (D) shall not apply to amounts paid in settlement of any violation by such loss, claim, damage, liability or action if such settlement is effected without the consent Purchaser of the Company (which consent shall not be unreasonably withheld)Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such the Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such the Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such the Purchaser, each of its officers and directors, partners, members and each person controlling such the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 the Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will agrees to indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in and hold harmless the securities as to which such registration is being effected)Agent, each of its affiliates, directors, officers and directorsemployees, partners, members and each person controlling such Purchaser person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act, Act or Section 20 of the Exchange Act against all expensesany losses, claims, damages or liabilities, joint or several, to which the Agent may become subject, under the Securities Act or otherwise (including in settlement of any litigation), insofar as such losses, claims, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising ) arise out of or are based on upon, in whole or in part: (Ai) any an untrue statement (or alleged untrue statement) statement of a material fact contained in any the Registration Statement, prospectusincluding the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430B promulgated under the Securities Act, offering circular and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or other documentthe Exchange Act and the Prospectus, or any amendment or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), incident to any such Registration StatementPermitted Free Writing Prospectus, or based on any roadshow as defined in Rule 433(h) under the Securities Act (a “road show”), or an omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in under which they were made, not misleading, or ; (Bii) any violation by inaccuracy in the representations and warranties of the Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Agent is a target of or party to such investigation or proceeding); (iv) any failure of the Securities Act, Company to perform its respective obligations hereunder or under law; and will reimburse the Exchange Act, state securities laws Agent for any legal or any rule or regulation promulgated under such laws applicable to the Company other expenses reasonably incurred by it in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing investigating or defending any against such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable in any such case of (i) through (iv) to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement arises out of or is effected without the consent of the Company (which consent shall not be unreasonably withheld).based upon an untrue

Company Indemnification. The In the event of any registration of any securities under the Securities Act pursuant to this Section 13, the Company will indemnify and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)offering Eligible Holder, each underwriter of its officers and directors, partners, members such securities and each person controlling other Person, if any, who controls such Purchaser Eligible Holder, or such underwriter within the meaning of Section 15 of the Securities Act, against all expensesany losses, claims, damages, or liabilities, joint or several, to which such Eligible Holder, such underwriter or such controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, damages claims, damages, or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising ) arise out of or are based on (A) upon any untrue statement (or alleged untrue statement) of a any material fact contained in any Registration Statementregistration statement under which such securities were registered under the Securities Act, prospectus, offering circular any preliminary prospectus or other documentfinal prospectus contained therein, or any amendment or supplement restatement thereto, incident to any such Registration Statement, or arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse such Eligible Holder, such underwriter and each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, Person for any legal and any other expenses reasonably incurredincurred by such Eligible Holder, as such expenses are incurredunderwriter, or such controlling Person in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).extent

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities holder (if Registrable Securities held by such Purchaser holder are included in the securities as to which such registration is being effected), each of its officers and directors, directors and partners, members and each person controlling such Purchaser holder within the meaning of Section 15 of the Securities Act, with respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaserholder, each of its officers and directors, partners, members and each person controlling such Purchaserholder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser holder or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(asubsection 5(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Stockholder, and each of its officers and Stockholder’s officers, directors, partners, members legal counsel, and accountants, and each person controlling such Purchaser Stockholder within the meaning of Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 7, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act, any underwriter, against all expenses, claims, losses, damages or damages, and liabilities (or actions actions, proceedings, or settlements in respect thereof)of such expenses, including any of the foregoing incurred in settlement of any litigationclaims, commenced or threatenedlosses, damages, and liabilities) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular circular, or other documentdocument (including any related registration statement, notification, or any amendment or supplement thereto, similar document) incident to any such Registration Statementregistration, qualification, or compliance, or based on any omission (or alleged omission) to state therein in such document a material fact required to be stated therein in such document or necessary to make the statements therein, in light of the circumstances in which they were made, such document not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, Act and any applicable state securities laws or any rule or regulation promulgated under such the Securities Act or state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and in each case, the Company will reimburse each such PurchaserStockholder, and each of its officers and such Stockholder’s officers, directors, partners, members legal counsel, and accountants, and each person controlling such PurchaserStockholder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing investigating and defending or defending settling any such claim, loss, damage, liability liability, or action, ; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability liability, or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser Stockholder or controlling person, underwriter and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, document. The parties expressly agree and acknowledge that the indemnity agreement contained in this Section 8.8(a7.4(a) shall will not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the Company’s consent of the Company (which consent shall will not be unreasonably withheld).

Company Indemnification. The Company will indemnify each the Purchaser who holds Registrable Securities (if Registrable Securities held by such the Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such the Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such the Purchaser, each of its officers and directors, partners, members and each person controlling such the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 the Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a5.3(h)(i) 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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), the Principal Purchaser, each of its Purchaser’s and the Principal Purchaser’s respective officers and directors, partners, members members, employees and each person controlling such Purchaser and the Principal Purchaser within the meaning of Section 15 of the Securities ActAct (each, a “Purchaser Indemnified Party”), against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (Bii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such Purchaser and Principal Purchaser, each of its respective officers and directors, partners, members members, employees and each person controlling such Purchaser and the Principal Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (XA) any untrue statement or omission or alleged 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 Purchaser, the Principal Purchaser or controlling person, and stated to be specifically for use therein, (YB) the use by a Purchaser or the Principal Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser or Principal Purchaser in writing that the prospectus is outdated or defective or (ZC) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person Person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will shall indemnify each Purchaser who holds and hold harmless the seller of such Registrable Securities Shares, its partners, directors, officers and employees and any fund manager or fiduciary (if Registrable Securities held by such Purchaser are which persons shall be deemed to be included in the securities as to which such registration is being effectedterm seller in this Section 6.1), each underwriter of its officers and directors, partners, members such Registrable Shares and each person controlling other person, if any, who controls such Purchaser seller or underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, against all expensesthe Exchange Act, state securities laws or otherwise, insofar as such losses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising ) arise out of or are based on (A) upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by ; and the Company of the Securities Actshall reimburse such seller, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, underwriter and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each controlling person controlling such Purchaser, for any legal and or any other expenses reasonably incurredincurred by such seller, as such expenses are incurred, underwriter or controlling person in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any such seller, underwriter or controlling in any such case to the extent that any such loss, claim, loss, damage, damage or liability or expense arises out of or is based on (X) upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or alleged untrue statement prospectus, or omission made any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by an instrument duly executed by or on behalf of such Purchaser seller, underwriter or controlling person, and stated to be person specifically for use therein, (Y) in the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)preparation thereof.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities holder (if Registrable Securities held by such Purchaser holder are included in the securities as to which such registration is being effected), each of its officers and directors, directors and partners, members and each person controlling such Purchaser holder within the meaning of Section 15 of the Securities Act, with respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaserholder, each of its officers and directors, partners, members and each person controlling such Purchaserholder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser holder or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(asubsection 2(d)(i) 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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each the Purchaser who holds Registrable Securities (if Registrable Securities held by such the Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such the Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such the Purchaser, each of its officers and directors, partners, members and each person controlling such the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (Xx) any untrue statement or omission or alleged 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 the Purchaser or controlling person, and stated to be specifically for use therein, (Yy) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such the Purchaser in writing that the prospectus is outdated or defective or (Zz) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a5.3(h)(i) 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 (which consent shall not be unreasonably withheld).

Company Indemnification. The To the extent permitted by law, the Company will indemnify and hold harmless each Purchaser who holds Registrable Securities Holder, the partners, officers and directors of each Holder, any underwriter (if Registrable Securities held by such Purchaser are included as defined in the securities as to which Securities Act) for such registration is being effected), each of its officers and directors, partners, members Holder and each person controlling person, if any, who controls such Purchaser Holder or underwriter within the meaning of Section 15 the Securities Act or the Securities Exchange Act of 1934, as amended, (the “1934 Act”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, against all expensesthe 1934 Act or other federal or state law, insofar as such losses, claims, losses, damages or liabilities (or actions in respect thereof), including ) arise out of or are based upon any of the foregoing incurred in settlement of any litigationfollowing statements, commenced omissions or threatened, arising out of or based on violations (Acollectively a “Violation”) by the Company: (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in such registration statement, including any Registration Statement, prospectus, offering circular preliminary prospectus or other document, final prospectus contained therein or any amendment amendments or supplement supplements thereto, incident to any such Registration Statement, or based on any (ii) the omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (Biii) any violation or alleged violation by the Company of the Securities Act, the Exchange 1934 Act, any state securities laws law or any rule or regulation promulgated under such laws applicable to the Company Securities Act, the 1934 Act or any state securities law in connection with any the offering covered by such registration, registration statement; and in each case, the Company will reimburse each such PurchaserHolder, each of its officers and directorspartner, partnersofficer or director, members and each underwriter or controlling person controlling such Purchaser, for any legal and any or other expenses as reasonably incurred, as such expenses are incurred, incurred by them in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or action, ; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, furtherhowever, that the indemnity agreement contained in this Section 8.8(a) 3.8.1 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 (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Purchaser, each of its officers and directors, partners, members and each person controlling such the Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such the Purchaser, each of its officers and directors, partners, members and each person controlling such the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 the Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a the Purchaser of an outdated or defective prospectus after the Company has notified such the Purchaser in writing that the prospectus is outdated or defective or (Z) a the Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser Investor who holds Registrable Securities (if Registrable Securities held by such Purchaser Investor are included in the securities as to which such registration is being effected), each of its ) and Investor’s respective officers and directors, partners, members members, employees and each person controlling such Purchaser Investor within the meaning of Section 15 of the Securities Act, Act against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (Bii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such PurchaserInvestor, each of its respective officers and directors, partners, members members, employees and each person controlling such PurchaserInvestor, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (XA) any untrue statement or omission or alleged 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 Purchaser Investor or controlling person, and stated to be specifically for use therein, (YB) the use by a Purchaser Investor of an outdated or defective prospectus after the Company has notified such Purchaser Investor in writing that the prospectus is outdated or defective or (ZC) a PurchaserInvestor’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person Person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The To the extent permitted by law, the Company will indemnify and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in Holder, the securities as to which such registration is being effected)officers, each of its officers and directors, partners, members agents and employees of each Holder, any underwriter (as defined in the Securities Act) for such Holder, and each person controlling person, if any, who controls such Purchaser Holder or underwriter within the meaning of Section 15 the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject under the Securities Act, against all expensesthe Exchange Act, other federal or state law or otherwise, and to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, losses, damages or liabilities (or actions or proceedings in respect thereof), including ) arise out of or are based upon any of the foregoing incurred in settlement of any litigationfollowing statements, commenced omissions or threatened, arising out of or based on violations (Aa "Violation"): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained or incorporated by reference in any Registration Statementregistration statement under which Registrable Securities were registered, prospectus, offering circular including any preliminary prospectus or other document, final prospectus contained therein or any amendment amendments or supplement supplements thereto, incident to any such Registration Statement, or based on any (b) the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, or (Bc) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act, the Exchange Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the state securities law. The indemnity agreement contained provisions in this Section 8.8(a) 7.1 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 (which consent shall not be unreasonably withheld), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action (i) to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of such Holder, underwriter or controlling person or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder) such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities, as the case may be, to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as COMPANY agrees to which such registration is being effected)indemnify, each of its officers defend, and directors, partners, members hold EI harmless from and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, against any and all expenses, claims, lossesactions, damages or liabilities (or actions in respect thereof)demands, and costs, including any of the foregoing incurred in settlement of any litigation, commenced or threatened, reasonable attorneys' fees and expenses arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with third party claims related to the COMPANY Intellectual Property, and/or as a result of the performance of the Services provided under this Agreement by COMPANY or its employees, independent contractors or subcontractors and agents ("COMPANY Indemnified Claims"). Acts for which COMPANY shall indemnify EI include, but shall not be limited to, representations or obligations undertaken on behalf of EI concerning the Services to customers which exceed the scope of the Services as set forth in this Agreement; any act or omission in violation of any applicable government statutes, laws, rules and regulations or industry rules and regulations. In addition, COMPANY agrees to defend EI against, and pay the amount of any adverse final judgment or settlement to which COMPANY consents resulting from, any third party claim(s) ("Indemnified IP Claims") that the COMPANY Intellectual Property and/or COMPANY'S provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that COMPANY is notified promptly in writing of the Indemnified IP Claim and has sole control over its defense and settlement, and EI provides reasonable assistance in the defense and/or settlement of such claim. EI reserves the right to control the defense of any COMPANY Indemnified Claim and to conduct all proceedings or negotiations in connection therewith, and if it so undertakes, all other proceedings or negotiations to settle or defend any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or actionCOMPANY Indemnified Claim shall be at EI' expense, provided that (i) COMPANY shall have the Company will not be liable in right to approve of any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if COMPANY Indemnified Claim; such settlement is effected without the consent of the Company (which consent approval shall not be unreasonably withheld), and (ii) EI shall he responsible for payment of all attorneys' fees incurred by EI after it has exercised its right to control the defense. COMPANY shall pay any and all expenses and other reasonable costs incurred by EI arising in connection with its obligations under this Section 7(a) promptly upon demand.

Company Indemnification. The To the extent permitted by Applicable Law, the Company will indemnify each Purchaser who holds Registrable Securities and hold harmless the Investor, the partners, officers and directors of the Investor, any underwriter (if Registrable Securities held by such Purchaser are included as defined in the securities as to which such registration is being effected), each of its officers and directors, partners, members Securities Act) for the Investor and each person controlling such Purchaser Person, if any, who controls the Investor or underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, against all expensesthe Exchange Act or other federal or state law, insofar as such losses, claims, losses, damages or liabilities (or actions in respect thereof), including ) arise out of or are based upon any of the foregoing incurred in settlement of any litigationfollowing statements, commenced omissions or threatenedviolations (collectively, arising out of or based on a "Violation") by the Company: (A) any untrue statement (or alleged untrue statement) statement of a material fact contained in such registration statement, including any Registration Statement, prospectus, offering circular preliminary prospectus or other document, final prospectus contained therein or any amendment amendments or supplement supplements thereto, incident to any such Registration Statement, or based on any (B) the omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (BC) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws law or any rule or regulation promulgated under such laws applicable to the Company Securities Act, the Exchange Act or any state securities law in connection with any the offering covered by such registration, registration statement; and in each case, the Company will reimburse each such Purchaserthe Investor, each of its officers and directorspartner, partnersofficer or director, members and each person underwriter or controlling such Purchaser, Person for any legal and any or other expenses as reasonably incurred, as such expenses are incurred, incurred by them in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or action, ; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, furtherhowever, that the indemnity agreement contained in this Section 8.8(a4.7(a)(i) 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 (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Investor, partner, officer, director, underwriter or controlling Person of the Investor.

Company Indemnification. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law, each Purchaser who holds seller of Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which Securities, any underwriter for such registration is being effected), each of its officers and directors, partners, members and each person or entity, if any, controlling such Purchaser seller or underwriter within the meaning of Section 15 the Securities Act or the Exchange Act against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) to which such seller, underwriter or controlling person or entity, as the case may be, may become subject under the Securities Act, against all expensesthe Exchange Act or other federal or state law, insofar as such losses, claims, lossesdamages, damages liabilities or liabilities expenses (or actions in respect thereof), including ) arise out of or are based upon any of the foregoing incurred in settlement of any litigationfollowing (collectively, commenced or threatened, arising out of or based on "Violations"): (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement, prospectus, offering circular or other document, any Prospectus or any amendment amendments or supplement supplements thereto, incident to any such Registration Statement, or based on any ; (ii) the omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, or ; or (Biii) any violation or alleged violation by the Company Company, in connection with such registration, of the Securities Act, the Exchange Act, any state securities laws law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each caseSecurities Act, the Company will reimburse each such PurchaserExchange Act or any state securities law; provided, each of its officers and directorshowever, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will shall not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished for use in connection with such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld)registration by any such seller, underwriter or controlling person or entity.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on on: (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, ; or (Bii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on on: (XA) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, ; (YB) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective defective; or (ZC) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a10.9(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 (which consent shall not be unreasonably withheld, conditioned or delayed).

Company Indemnification. The To the extent permitted by law, the Company will indemnify each Purchaser who holds Registrable Securities and hold harmless Icahn Enterprises and its Affiliates (if Registrable Securities held by such Purchaser are included in other than the securities as to which such registration is being effected), each of its officers and directors, partners, members Company) and each person controlling such Purchaser Person, if any, who controls (within the meaning of Section 15 of the Securities Act, as defined below) Icahn Enterprises or any of its Affiliates against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any Losses to which any of the foregoing incurred in settlement Persons may become subject, under the Securities Act of any litigation1933, commenced as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or threatenedother federal or state law, arising insofar as such Losses arise out of or are based on upon any of the following statements, omissions or violations: (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in the Schedule TO or the other Offer Documents or any Registration Statement, prospectus, offering circular exhibits or other documentany amendments or supplements thereto, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any document incorporated by reference therein; (ii) the omission (or alleged omission) omission to state therein a material fact (other than any fact pertaining to Icahn Enterprises or any of its Affiliates (other than the Company)) required to be stated therein in the Schedule TO or the other Offer Documents or any exhibits or any amendments or supplements thereto, or any document incorporated by reference therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, ; or (Biii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws law or any rule or regulation promulgated under such laws applicable to the Securities Act, the Exchange Act or any state securities law; and the Company will pay to Icahn Enterprises and its Affiliates (other than the Company) and each Person, if any, who controls Icahn Enterprises (or any of its Affiliates) within the meaning of the Securities Act any legal or other expenses reasonably incurred by them in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing investigating or defending any such claimLosses; provided, losshowever, damage, liability or action, provided that the Company will shall not be liable in any such case for any such Losses to the extent that any such claim, loss, damage, liability or expense arises they arise out of or is are based on (X) any untrue statement or omission or alleged untrue statement or omission made upon a violation that occurs in reliance upon and in conformity with written information furnished to by or on behalf of Icahn Enterprises or any of its Affiliates (other than the Company by an instrument duly executed by such Purchaser or controlling person, and stated to be specifically Company) expressly for use therein, in connection with the Tender Offer (Yincluding information incorporated by reference to any filings made by Icahn Enterprises or its Affiliates (other than the Company) with the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheldSEC).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its and the Principal Purchaser’s respective officers and directors, partners, members members, employees and each person controlling such Purchaser and the Principal Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (Bii) any violation by the Company of the Securities Act, the Exchange Act, state state, provincial or territorial securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such Purchaser and Principal Purchaser, each of its respective officers and directors, partners, members members, employees and each person controlling such Purchaser and the Principal Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (XA) any untrue statement or omission or alleged 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 Purchaser, the Principal Purchaser or controlling person, and stated to be specifically for use therein, (YB) the use by a Purchaser or the Principal Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser or Principal Purchaser in writing that the prospectus is outdated or defective or (ZC) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person Person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The To the extent permitted by law, the Company will indemnify and hold harmless each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in Holder, the securities as to which such registration is being effected)officers, each of its officers and directors, partners, members agents and employees of each Holder, any underwriter (as defined in the Securities Act) for such Holder, and each person controlling person, if any, who controls such Purchaser Holder or underwriter within the meaning of Section 15 the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which any of them may become subject under the Securities Act, against all expensesthe Exchange Act, other federal or state law or otherwise, and to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, losses, damages or liabilities (or actions or proceedings in respect thereof), including ) arise out of or are based upon any of the foregoing incurred in settlement of any litigationfollowing statements, commenced omissions or threatened, arising out of or based on violations (Aa "VIOLATION"): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained or incorporated by reference in any Registration Statementregistration statement under which Registrable Securities were registered, prospectus, offering circular including any preliminary prospectus or other document, final prospectus contained therein or any amendment amendments or supplement supplements thereto, incident to any such Registration Statement, or based on any (b) the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, or (Bc) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act, the Exchange Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the state securities law. The indemnity agreement contained provisions in this Section 8.8(a) 8.1 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 (which consent shall not be unreasonably withheld), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action (i) to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of such Holder, underwriter or controlling person or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder) such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities, as the case may be, to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act.

Company Indemnification. The Company will indemnify indemnify, to the ----------------------- fullest extent permitted by law, each Purchaser Holder (which term, for purposes of this Section 4.6, shall be deemed to include Other Holders who holds Registrable Securities (if Registrable Securities held by such Purchaser are included include shares in the securities as to which such registration is being effecteda registration), its Affiliates, each of its officers and its Affiliates' officers, directors, employees, counsel, agents, representatives and partners, members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 the Exchange Act, such Holder or its Affiliates, participating in any registration, qualification, or compliance effected pursuant to this Section 4 with respect to Registrable Securities held by such Holder, each person controlling the Company who is not participating in such registration, qualification or compliance and each underwriter, if any, and each person who controls any underwriter, against all expenses, claims, losses, damages or damages, costs (including, without limitation, costs of investigation and reasonable attorneys' fees and disbursements, expenses and liabilities (or actions in respect thereofthereof collectively "Losses"), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to which they may become subject under the Securities Act, the Exchange Act, or other federal or state law, arising out of or based on (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other documentsimilar document (including any related registration statement, notification, or any amendment or supplement thereto, the like) incident to any such Registration Statementregistration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in under which they were made, not misleading, or (Bii) any violation by the Company of the Securities Actany federal, the Exchange Actstate, state securities laws or any common law rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification, or compliance, and in each case, the Company will reimburse each such PurchaserHolder, each of its officers Affiliates and its and its Affiliates' officers, directors, employees, counsel, agents, representatives and partners, members and each person controlling such PurchaserHolder or its Affiliates, each such person controlling the Company who is not participating in such registration, qualification or compliance, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing investigating or defending any such claimLosses, loss, damage, liability or actionas incurred, provided that the Company will not be liable to such Holder in any such case to the extent that any such claim, loss, damage, liability or expense arises Losses arise out of or is are based on (X) any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon on and in conformity with written information furnished to the Company by an instrument duly executed expressly for use in the registration statement by such Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)Holder.

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this agreement, then to the extent permitted by law the Company will shall indemnify each Purchaser who holds Registrable Securities and hold harmless the Holder against any losses, claims, damages, costs, expenses or liabilities, joint or several (if Registrable Securities held by such Purchaser are included or action in the securities as respect thereof) to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such Purchaser within the meaning of Section 15 of Holder may become subject under the Securities Act, against all expensesthe Exchange Act, state securities laws or otherwise, insofar as such losses, claims, lossesdamages, damages costs, expenses or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out ) arise our of or are based on (A) upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any Registration StatementStatement or under which such Registrable Shares were registered under the Securities Act, prospectus, offering circular any preliminary prospectus or other document, final prospectus contained in the Registration Statement or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus, in light of the circumstances in under which they were made, ) not misleading, or (B) any violation by ; and the Company of shall reimburse the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, Holder for any legal and or any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, cost, expense, liability or action if such settlement is effected without the consent of action; PROVIDED, HOWEVER, that the Company (which consent shall not be unreasonably withheld)liable to the extent that any such loss, claim, damage, cost, expense or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of the Holder.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, each of its officers and directors, directors and partners, members any underwriter for such Holder, and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act, with respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such PurchaserHolder, each of its officers and directors, partners, members and each person controlling such PurchaserHolder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; provided, provided however, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon and in conformity with written any information furnished to the Company by an instrument duly executed by such Purchaser Holder or controlling person, person in writing and expressly stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified in connection with such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplementregistration; and provided, further, that the indemnity agreement contained in this Section 8.8(a2.4(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 prior written consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will agrees to indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in and hold harmless the securities as to which such registration is being effected), Agent and each of its officers and directors, partnersofficers, members and employees and each person controlling such Purchaser person, if any, who controls the Agent within the meaning of Section 15 of the U.S. Securities Act or Section 20(a) of the Exchange Act, against any and all expenseslosses (other than loss of profits), liabilities, claims, lossesdamages and expenses whatsoever as incurred (including without limitation, damages or liabilities (or actions in respect thereof), including reasonable and documented attorneys’ fees and any of the foregoing and all reasonable expenses whatsoever incurred in settlement of investigating, preparing or defending against any litigation, commenced or threatened, arising or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the U.S. Securities Act, the Exchange Act, Canadian Securities Laws or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of, are based upon or are caused or incurred, whether directly or indirectly, by reason of or based on any (Ai) any untrue statement (or alleged untrue statement) statement of a material fact contained in any Registration Statement, prospectus, offering circular the Prospectus or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any (ii) the 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 light of the circumstances in under which they were made, not misleading; provided, or (B) any violation by the Company of the Securities Acthowever, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such loss, liability, claim, loss, damage, liability damage or expense arises out of or is based on (X) upon any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to misrepresentation or alleged misrepresentation made in the written confirmation of Prospectus in reliance upon and in strict conformity with the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)Agent Information.

Company Indemnification. The Company will agrees to indemnify each Purchaser who holds Registrable and hold harmless the Agent, its affiliates within the meaning of Rule 405 under the Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Act, each of its officers and directors, partners, members and each person controlling such Purchaser person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act, Act or Section 20 of the Exchange Act against all expensesany losses, claims, damages or liabilities, joint or several, to which Agent may become subject, under the Securities Act or otherwise (including in settlement of any litigation), insofar as such losses, claims, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising ) arise out of or are based on (A) any upon, in whole or in part an untrue statement (or alleged untrue statement) statement of a material fact contained in any the Registration Statement, prospectusincluding the 430B Information and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, offering circular and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or other documentthe Exchange Act, and the Prospectus, or any amendment or supplement theretothereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus), incident to any such Registration StatementPermitted Free Writing Prospectus, or based on any roadshow as defined in Rule 433(h) under the Act (a “road show”), or an omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse the Agent for any reasonably incurred and documented legal or (B) any violation other expenses reasonably incurred by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company it in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing investigating or defending any against such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, loss, damage, liability or expense action arises out of or is based on (X) any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and stated to be Agent specifically for use therein, (Y) in the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).preparation thereof. ​

Company Indemnification. The Company will agrees to indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in and hold harmless CF&Co, the securities as to which such registration is being effected)directors, each of its officers and directorsofficers, partners, members employees and agents of CF&Co and each person controlling such Purchaser person, if any, who (i) controls CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with CF&Co (a “CF&Co Affiliate”) from and against any and all expenseslosses, claims, lossesliabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or liabilities (or actions in respect thereof), including proceeding between any of the foregoing incurred in settlement of indemnified parties and any litigationindemnifying parties or between any indemnified party and any third party, commenced or threatenedotherwise, arising or any claim asserted), as and when incurred, to which CF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or based are based, directly or indirectly, on (A) any untrue statement (or alleged untrue statement) statement of a material fact contained in any the Registration Statement, prospectus, offering circular Statements or other documentthe Prospectus, or any amendment amendments thereto (including the information deemed to be a part of each Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, if applicable) or supplement thereto, incident to any such Registration Statement, or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading; provided, or (B) any violation by the Company of the Securities Acthowever, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will this indemnity agreement shall not be liable in any such case apply to the extent that any such loss, claim, lossliability, damage, liability expense or expense damage arises out of from or is based on (X) any caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information furnished in writing to the Company by an instrument duly executed by such Purchaser or controlling person, and stated on behalf of CF&Co expressly for inclusion in the Registration Statements or Prospectus. This indemnity agreement will be in addition to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after any liability that the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)might otherwise have.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person Person controlling such Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on on: (Ai) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, ; or (Bii) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person Person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on on: (XA) any untrue statement or omission or alleged untrue statement or alleged omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling personPerson, and stated to be specifically for use therein, ; (YB) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective defective; or (ZC) a Purchaser’s (or any other indemnified personIndemnified Party’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person Person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a10.9(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 (which consent shall not be unreasonably withheld, conditioned or delayed).

Company Indemnification. The To the extent permitted by law, the Company will indemnify and hold harmless each Purchaser who holds Registrable Securities Holder, the partners, officers and directors of each Holder, any underwriter (if Registrable Securities held by such Purchaser are included as defined in the securities as to which Securities Act) for such registration is being effected), each of its officers and directors, partners, members Holder and each person controlling person, if any, who controls such Purchaser Holder or underwriter within the meaning of Section 15 the Securities Act or the Securities Exchange Act of 1934, as amended, (the "1934 Act"), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, against all expensesthe 1934 Act or other federal or state law, insofar as such losses, claims, losses, damages or liabilities (or actions in respect thereof), including ) arise out of or are based upon any of the foregoing incurred in settlement of any litigationfollowing statements, commenced omissions or threatened, arising out of or based on violations (Acollectively a "Violation") by the Company: (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in such registration statement, including any Registration Statement, prospectus, offering circular preliminary prospectus or other document, final prospectus contained therein or any amendment amendments or supplement supplements thereto, incident to any such Registration Statement, or based on any (ii) the omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (Biii) any violation or alleged violation by the Company of the Securities Act, the Exchange 1934 Act, any state securities laws law or any rule or regulation promulgated under such laws applicable to the Company Securities Act, the 1934 Act or any state securities law in connection with any the offering covered by such registration, registration statement; and in each case, the Company will reimburse each such PurchaserHolder, each of its officers and directorspartner, partnersofficer or director, members and each underwriter or controlling person controlling such Purchaser, for any legal and any or other expenses as reasonably incurred, as such expenses are incurred, incurred by them in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or action, ; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, furtherhowever, that the indemnity agreement contained in this Section 8.8(a) 3.8.1 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 (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a11.12(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each the Purchaser who holds Registrable Securities (if Registrable Securities held by such the Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such the Purchaser within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, ; and in each case, the Company will reimburse each such the Purchaser, each of its officers and directors, partners, members and each person controlling such the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 the Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a the Purchaser of an outdated or defective prospectus after the Company has notified such the Purchaser in writing that the prospectus is outdated or defective or (Z) a the Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that . The liability of the indemnity agreement contained in Company for indemnification under this Section 8.8(aSubsection 10.9(a) shall not apply exceed the amount of net proceeds to amounts paid the Purchaser of the securities sold in settlement any such registration. This sub-clause 10.9(a) does not operate to entitle the Purchaser or other person to any indemnity, make any claim, obtain any remedy or receive any amount in respect 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)matter provided for in Section 10.2.

Company Indemnification. The To the extent permitted by law, the Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, each of its officers officers, directors and directorspartners and such Holder’s legal counsel and independent accountants, partners, members and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and in each case, the Company will reimburse each such PurchaserHolder, each of its officers officers, directors and directorspartners and such Holder’s legal counsel and independent accountants, partners, members and each person controlling such PurchaserHolder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of the Company, which consent shall not be unreasonably withheld, and that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Purchaser Holder or controlling person, underwriter and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)Holder, each of its officers and directors, directors and partners, members and each person controlling such Purchaser Holder within the meaning of Section 15 of the Securities Act, with respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such PurchaserHolder, each of its officers and directors, partners, members and each person controlling such PurchaserHolder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser Holder or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, provided further that the indemnity agreement contained in this Section 8.8(asubsection 2.7(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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as COMPANY agrees to which such registration is being effected)indemnify, each of its officers defend, and directors, partners, members hold EI harmless from and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act, against any and all expenses, claims, lossesactions, damages or liabilities (or actions in respect thereof)demands, and costs, including any of the foregoing incurred in settlement of any litigation, commenced or threatened, reasonable attorneys' fees and expenses arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with third party claims related to the COMPANY Intellectual Property, and/or as a result of the performance of the Services provided under this Agreement by COMPANY or its employees, independent contractors or subcontractors and agents ("COMPANY Indemnified Claims"). Acts for which COMPANY shall indemnify EI include, but shall not be limited to, representations or obligations undertaken on behalf of EI concerning the Services to customers which exceed the scope of the Services as set forth in this Agreement; any act or omission in violation of any applicable government statutes, laws, rules and regulations or industry rules and regulations. In addition, COMPANY agrees to defend EI against, and pay the amount of any adverse final judgment or settlement to which COMPANY consents resulting from, any third party claim(s) ("Indemnified IP Claims") that the COMPANY Intellectual Property and/or COMPANY's provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that COMPANY is notified promptly in writing of the Indemnified IP Claim and has sole control over its defense and settlement, and EI provides reasonable assistance in the defense and/or settlement of such claim. EI reserves the right to control the defense of any COMPANY Indemnified Claim and to conduct all proceedings or negotiations in connection therewith, and if it so undertakes, all other proceedings or negotiations to settle or defend any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or actionCOMPANY Indemnified Claim shall be at EI' expense, provided that (i) COMPANY shall have the Company will not be liable in right to approve of any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if COMPANY Indemnified Claim; such settlement is effected without the consent of the Company (which consent approval shall not be unreasonably withheld), and (ii) EI shall be responsible for payment of all attorneys' fees incurred by EI after it has exercised its right to control the defense. COMPANY shall pay any and all expenses and other reasonable costs incurred by EI arising in connection with its obligations under this Section 7(a) promptly upon demand.

Company Indemnification. The Company will indemnify each Purchaser who holds holder of Registrable Securities (if Registrable Securities held by such Purchaser holder are included in the securities as to which such registration is being effected), each of its officers and directors, directors and partners, members and each person controlling such Purchaser holder within the meaning of Section 15 of the Securities Act, with respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statementregistration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statementregistration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaserholder, each of its officers and directors, partners, members and each person controlling such Purchaserholder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser holder or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(asubsection 2(d)(i) 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 (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will agrees to indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected)and hold harmless Investor, and each of its officers and respective officers, employees, affiliates, directors, partners, members members, attorneys and agents, and each person controlling such Purchaser person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against all any expenses, losses, judgments, claims, losses, damages or liabilities (liabilities, whether joint or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatenedseveral, arising out of or based on (A) upon any untrue statement (or alleged allegedly untrue statement) of a material fact contained in any Registration StatementStatement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained in the Registration Statement, or any amendment or supplement thereto, incident to any such Registration Statement, or arising out of or based on upon any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws Act or any rule or regulation promulgated under such laws thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, ; and in each case, the Company will shall promptly reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, the Investor Indemnified Party for any legal and any other expenses reasonably incurred, as incurred by such expenses are incurred, Investor Indemnified Party in connection with investigating, preparing or investigating and defending any such claimexpense, loss, judgment, claim, damage, liability or action; provided, provided however, that the Company will not be liable in any such case to the extent that any such claimexpense, loss, damageclaim, damage or liability or expense arises out of or is based on (X) upon any untrue statement or allegedly untrue statement or omission or alleged untrue statement or omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by an instrument duly executed by such Purchaser or controlling person, and stated to be specifically the Investor expressly for use therein, or is based on the Investor’s violation of the federal securities laws (Yincluding Regulation M) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of sell the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that accordance with the indemnity agreement plan of distribution contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)prospectus.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and directors, partners, members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other documentdocument (including, without limitation, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) authorized by the Company for use in connection with such Registration Statement), or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (X) any untrue statement or omission or alleged 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 Purchaser or controlling person, and stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if requiredrequired (and not exempted, including pursuant to Rule 172 under the Securities Act (or any successor rule)) to the Persons asserting an untrue statement or alleged untrue statement omission or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 8.8(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 (which consent shall not be unreasonably withheld)Securities.