Common use of Company Indemnification Clause in Contracts

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each personthe Sales Agent Affiliate, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless MLV, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of MLV and each person, if any, who (i) controls the Agent MLV within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case MLV (a “MLV Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 910(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentMLV, or any such other person 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 are based, directly or indirectly, on (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (yii) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (ziii) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon on and in conformity with the Agent’s Informationinformation relating to MLV. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Cowen, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Cowen and each person, if any, who (i) controls the Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Cowen (a “Cowen Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCowen, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xx Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xx Xxxxx and each person, if any, who (i) controls the Agent Xx Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xx Xxxxx (a “Xx Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 910(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXx Xxxxx, or any such other person 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 are based, directly or indirectly, on (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (yii) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (ziii) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon on and in conformity with the Agent’s Informationinformation relating to Xx Xxxxx. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to Xxxxx and furnished to the Agent’s InformationCompany by Xxxxx expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9)), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Cowen, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Cowen and each person, if any, who (i) controls the Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Cowen (a “Cowen Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCowen, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to Cowen and furnished to the Agent’s InformationCompany by Cowen expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, the directors, officers, partners, employees and agents, agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Agent’s InformationCompany by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent or its agents expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each personthe Sales Agent Affiliate, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, agents and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or as follows: (iii) is controlled by or is under common control with the Agent, in each case from and against any and all lossesloss, claimsliability, liabilitiesclaim, expenses damage and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened)documented expense whatsoever, as and when incurred, to which the Agentjoint or several, or any such other 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 arising out of or are based, directly or indirectly, on (x) based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment thereto), or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (solely with respect or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the Prospectusstatements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and documented expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not misleading unreasonably be delayed or withheld; and (iii) against any and all documented expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (zii) any breach by any of the indemnifying parties of any of their respective representationsabove, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such any loss, liability, claim, liability, damage or expense or damage arises from to the sale extent arising out of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an any untrue statement or omission, omission or alleged untrue statement or omission, omission made solely in reliance upon and in conformity with the Agent’s Sales Agent Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.b.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and the Forward Purchaser, their respective partners, members, directors, officers, employees and agents, agents and each person, if any, who (i) controls the Agent them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or as follows: (iii) is controlled by or is under common control with the Agent, in each case from and against any and all lossesloss, claimsliability, liabilitiesclaim, expenses damage and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened)documented expense whatsoever, as and when incurred, to which the Agentjoint or several, or any such other 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 arising out of or are based, directly or indirectly, on (x) based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment thereto), or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (solely with respect or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the Prospectusstatements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and documented expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not misleading unreasonably be delayed or withheld; and (iii) against any and all documented expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (zii) any breach by any of the indemnifying parties of any of their respective representationsabove, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such any loss, liability, claim, liability, damage or expense or damage arises from to the sale extent arising out of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an any untrue statement or omission, omission or alleged untrue statement or omission, omission made solely in reliance upon and in conformity with the Agent’s Sales Agent Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.b.

Company Indemnification. The Company agrees to indemnify and hold harmless CF&Co, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of CF&Co and each person, if any, who (i) controls the Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case CF&Co (a “CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCF&Co, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus Free Writing Prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to CF&Co and furnished to the Agent’s InformationCompany by CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless [Agent], the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of [Agent] and each person, if any, who (i) controls the Agent [Agent] within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the [Agent, in each case ] from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 911(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the [Agent], or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to any of the Agent’s InformationManagers and furnished to the Company by any of the Managers expressly for inclusion in any document as described in clause (x) of this Section 11(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees and the Partnership, jointly and severally, agree to indemnify and hold harmless CF&Co, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of CF&Co and each person, if any, who (i) controls the Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case CF&Co (a “CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9)9(c) ) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCF&Co, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to CF&Co and furnished to the Agent’s InformationCompany by CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, membersaffiliates, directors, officers, employees officers and agentsemployees, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, damages or liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurredseveral, to which the Agent, or any such other person Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part an (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, and any other information deemed to be part of the Prospectus (Registration Statement, the U.S. Prospectus, or any amendment or supplement to the Registration Statement thereto, any Permitted Free Writing Prospectus, or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (solely with respect ii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not Agent is a target of or party to the Prospectus, in light such investigation or proceeding); and (iii) any failure of the circumstances Company to perform its respective obligations under which they were made) not misleading this section, and will reimburse the Agent for any legal or (z) any breach other expenses reasonably incurred by any of the indemnifying parties of any of their respective representationsit in connection with investigating or defending against such loss, warranties claim, damage, liability or agreements contained in this Agreementaction; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case of (i) through (iii) to the extent that any such loss, claim, liabilitydamage, expense liability or damage action arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused, directly or indirectly, by based upon an untrue statement or omission, or alleged untrue statement or omissionomission or alleged omission made in the Registration Statement, made the U.S. Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Agent’s InformationCompany by Agent specifically for use in the preparation thereof. This indemnity agreement will be in In addition to any liability that its other obligations under this Section 6(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 6(a), it will reimburse the Agent on a monthly basis for all reasonable legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company’s obligation to reimburse the Agent for such expenses and the possibility that such payments might otherwise havelater be held to have been improper by a court of competent jurisdiction. Any such interim reimbursement payments which are not made to the Agent within 30 days of a request for reimbursement shall bear interest at the WSJ Prime Rate (as published from time to time by the Wall Street Journal).

Company Indemnification. The Company agrees to indemnify and hold harmless the AgentAgents, its their affiliates and their respective partners, members, directors, officers, partners, employees and agents, and each person, if any, who who: (i) controls the Agent Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act; or (ii) is controlled by or is under common control with the AgentAgents, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9)) of, any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including including, without limitation, any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the AgentAgents, or any such other person 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 are based, directly or indirectly, on on: (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, ; (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading misleading; or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s InformationAgents’ Information (as defined in Section 20(a)). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees will indemnify the Investor and each stockholder of the Company who holds Registrable Securities (if Registrable Securities held by the Investor or such other stockholder are included in the securities as to indemnify which such registration is being effected), each of its officers and hold harmless the Agentdirectors, its affiliates and their respective partners, members, directors, officers, employees and agents, members and each person, if any, who (i) controls the Agent person controlling such Investor within the meaning of Section 15 of the Securities Act or Section 20 of Act, to the Exchange Act or (ii) is controlled extent permitted by or is under common control with the Agentapplicable law, in each case from and against any and all lossesexpenses, claims, liabilitieslosses, expenses and damages or liabilities (including any and all investigative, legal and other expenses reasonably incurred or actions in connection with, and any and all amounts paid in settlement (in accordance with this Section 9respect thereof), any action, suit, investigation or proceeding between including any of the indemnified parties and foregoing incurred in settlement of any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authoritylitigation, or otherwise, or any claim asserted commenced or threatened), as and when incurred, to which the Agent, or any such other 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 arising out of or are based, directly or indirectly, based on (xi) any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement Statement, prospectus, offering circular or the Prospectus (other document, or any amendment or supplement thereto, incident to the any such Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company Statement, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, omission (y) the omission or alleged omission omission) to state in any such document therein a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectustherein, in light of the circumstances under in which they were made) , not misleading misleading, or (zii) any breach violation by any the Company of the indemnifying parties 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 stockholder, each of its officers and directors, partners, members and each person controlling the Investor and each such stockholder, for any of their respective representationslegal and any other expenses reasonably incurred, warranties as such expenses are incurred, in connection with investigating, preparing or agreements contained defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in this Agreement; provided, however, that this indemnity agreement shall not apply any such case to the extent that any such claim, loss, claimdamage, liability, liability or expense arises out of or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an based on (A) any untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information furnished to the Agent’s Information. This indemnity agreement will Company by an instrument duly executed by the Investor and each such stockholder or controlling person, and stated to be specifically for use therein, (B) the use by the Investor or any other stockholder of an outdated or defective prospectus after the Company has notified the Investor or such other stockholder in addition to any liability writing that the Company might otherwise haveprospectus is outdated or defective, (C) the Investor’s or such 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, or (D) any violation by the Investor or such other stockholder of the 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 agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, the directors, officers, partners, employees and agents, agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus Free Writing Prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Agent’s InformationCompany by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Agenteach Holder, each of its affiliates and their respective partners, members, directors, officers, employees directors and agentspartners and such Holder's legal counsel and independent accountants, and each person, if any, who (i) controls the Agent person controlling such Holder within the meaning of Section 15 of the Securities Act Act, with respect to which registration, qualification or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection withcompliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any and all amounts paid in settlement (in accordance with this underwriter within the meaning of Section 9), any action, suit, investigation or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 lossesagainst all expenses, claims, liabilitieslosses, expenses damages and liabilities (or damages arise actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any registration statement, prospectus, offering circular or the Prospectus (other document, or any amendment or supplement thereto, incident to the Registration Statement any such registration, qualification or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company compliance, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, omission (y) the omission or alleged omission omission) to state in any such document therein a material fact required to be stated therein or necessary to make the statements therein (solely with respect therein, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Prospectus, in light Company and relating to action or inaction required of the circumstances under which they were made) Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners and such Holder's legal counsel and independent accountants, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not misleading or (z) be liable in any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply such case to the extent that any such claim, loss, claimdamage, liability, liability or expense arises out of or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an based on any untrue statement or omission, omission or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition written information furnished to any liability that the Company might otherwise haveby an instrument duly executed by such Holder or underwriter and stated to be specifically for use therein.

Company Indemnification. The (i) To the extent permitted by applicable Law, the Company agrees to will indemnify and hold harmless the AgentInvestor, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, Person who (i) controls the Agent Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and their respective officers, directors, members, managers, shareholders, agents and employees and any underwriter for the Company and each Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or (iiSection 20 of the Exchange Act) is controlled by or is under common control with the Agent, in each case from and against any and all losses, claims, liabilitiescosts, expenses and damages or liabilities (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation whether joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, several) to which the Agent, or any such other person they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law applicable Laws or otherwise, insofar as such losses, claims, liabilitiesdamages, expenses or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectly, on violations (xeach a “Violation”): (i) any untrue statement (or alleged untrue statement statement) of a material fact contained in the such Registration Statement Statement, including any preliminary prospectus or the Final Prospectus (contained therein or any amendment amendments or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commissionsupplements thereto, (yii) the omission (or alleged omission omission) to state in the Registration Statement, including any such document preliminary prospectus or Final Prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectusnot misleading, in light of the circumstances under which they were made) not misleading or (ziii) any breach violation or alleged violation by the Company of U.S. Securities Laws, or any of the indemnifying parties of rule or regulation promulgated under U.S. Securities Laws. The Company will reimburse any of their respective representations, warranties Person intended to be indemnified pursuant to this Section 4.5(a) for any legal or agreements contained other expenses reasonably incurred by them in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that connection with investigating or defending any such loss, claim, liabilitydamage, expense liability or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveaction.

Company Indemnification. The In consideration of the Subscriber's execution and delivery of the Transaction Documents to which it is a party and acquiring the Securities hereunder and thereunder and in addition to all of the Company's other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless the AgentSubscriber and each other holder of the Securities and all of their shareholders, its affiliates and their respective trustees, partners, members, officers, directors, officers, employees and agents, direct or indirect investors and each person, if any, who (i) controls the Agent within the meaning of Section 15 any of the Securities Act foregoing persons' agents or Section 20 of the Exchange Act or other representatives (ii) is controlled by or is under common control including, without limitation, those retained in connection with the Agenttransactions contemplated by this Agreement) (collectively, in each case the "Subscriber Indemnitees") from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (including any other than consequential damages), and all investigative, legal and other expenses reasonably incurred in connection withtherewith (irrespective of whether any such Subscriber Indemnitee is a party to the action for which indemnification hereunder is sought), and any including reasonable attorneys' fees and all amounts paid in settlement disbursements (in accordance with this Section 9the "Subscriber Indemnified Liabilities"), incurred by any Subscriber Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties claim brought or between any indemnified party and any made against such Subscriber Indemnitee by a third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as for these purposes a derivative action brought on behalf of the Company) and when incurred, to which the Agent, or any such other 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 arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Subscriber Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on with the proceeds of the issuance of the Securities, or (xiii) any untrue statement the status of the Subscriber or alleged untrue statement holder of a material fact contained the Securities as an investor in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurredincurred by that indemnified party in connection therewith, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any material breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses expenses) reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9)) of, any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) made not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In consideration of the Subscriber’s execution and delivery of the Transaction Documents to which it is a party and acquiring the Securities hereunder and thereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless the AgentSubscriber and each other holder of the Securities and all of their shareholders, its affiliates and their respective trustees, partners, members, officers, directors, officers, employees and agents, direct or indirect investors and each person, if any, who (i) controls the Agent within the meaning of Section 15 any of the Securities Act foregoing persons’ agents or Section 20 of the Exchange Act or other representatives (ii) is controlled by or is under common control including, without limitation, those retained in connection with the Agenttransactions contemplated by this Agreement) (collectively, in each case the “Subscriber Indemnitees”) from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (including any other than consequential damages), and all investigative, legal and other expenses reasonably incurred in connection withtherewith (irrespective of whether any such Subscriber Indemnitee is a party to the action for which indemnification hereunder is sought), and any including reasonable attorneys’ fees and all amounts paid in settlement disbursements (in accordance with this Section 9the “Subscriber Indemnified Liabilities”), incurred by any Subscriber Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties claim brought or between any indemnified party and any made against such Subscriber Indemnitee by a third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as for these purposes a derivative action brought on behalf of the Company) and when incurred, to which the Agent, or any such other 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 arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Subscriber Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on with the proceeds of the issuance of the Securities, or (xiii) any untrue statement the status of the Subscriber or alleged untrue statement holder of a material fact contained the Securities as an investor in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Placement Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Except as otherwise provided in this ARTICLE 3, if Indemnitee was, is or becomes a party to, or was or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding, the Company agrees to will indemnify and hold harmless Indemnitee to the Agentfullest extent permitted by the Articles, its affiliates Bylaws and their respective partnersapplicable law, membersas the same exists or may hereafter be amended, directorsinterpreted or replaced (but in the case of any such amendment, officersinterpretation or replacement, employees and agentsonly to the extent that such amendment, and each personinterpretation or replacement permits the Company to provide broader indemnification rights than were permitted prior thereto), if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all lossesreasonable Expenses and all Losses, claimsand any federal, liabilitiesstate, expenses local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are actually paid or incurred by Indemnitee in connection with such Proceeding. In addition, and damages (not withstanding anything herein to the contrary, the Company will fully indemnify, defend and hold harmless Indemnitee against any and all Expenses and all Losses that are paid or incurred by Indemnitee in connection with any threatened, pending or completed legal action, suit, claim, demand, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any and all investigativeappeals, legal and other expenses reasonably incurred in connection withwhether formal or informal, and any in each case whether or not commenced prior to the date of this Agreement and all amounts paid in settlement (in accordance with whether or not based on facts, circumstances, or events that occurred prior to the dates of this Section 9)Agreement, any actionwhich Indemnitee was, suit, investigation is or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified will be involved as a party and any third party (including any governmental or self-regulatory authority, or otherwise, which is brought or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are basedasserted, directly or indirectly, by, on (x) any untrue statement behalf, or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus name of Scott Brown, Volant Energy LLC (or any amendment similar entity owned or supplement to the Registration Statement xxxxxxxxxx by Scott Brown), or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representationsaffiliates or assigns xxxxxxx xut of or relating to (i) the formation, warranties operations, business proposals or agreements contained in any actual or alleged opportunity of Volant Energy LLC (or any similar entity owned or controlled by Scott Brown) directly or indirectly related to the Company, (ii) dxxxxxxxxxx, negotiations, and actual or proposed transactions between or among Oaktree Capital Management LLC or any of its affiliates, the Company, Scott Brown and/or Indemnitee, including without limitation txx xxxxxxxxions contemplated by that certain Subscription Agreement dated the dated hereof between the Company and OCM GW Holdings, LLC, or (iii) otherwise relating to or involving the Company. For purposes of this Agreement; provided, howeverthe meaning of the phrase "TO THE FULLEST EXTENT PERMITTED BY LAW" will include to the fullest extent permitted by Article 2.02-1 of the Texas Business Corporation Act ("TBCA") or any section that replaces or succeeds Article 2.02-1 of the TBCA with respect to such matters, that this indemnity agreement shall not apply but in the case of any such replacement or succession, only to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that succession permits the Company might otherwise haveto provide broader indemnification rights than were permitted prior thereto.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, reasonable and documented expenses and damages (including including, but not limited to, any and all reasonable and documented investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the AgentAgents, its their affiliates and their respective partners, members, directors, officers, partners, employees and agents, and each person, if any, who (i) controls the Agent Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the AgentAgents, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9)) of, any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including including, without limitation, any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the AgentAgents, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s InformationAgents’ Information (as defined in Section 20(a)). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement of (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including including, without limitation, any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened)), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including including, without limitation, any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the AgentInvestors and each of their officers, its affiliates and their respective partnersdirectors, shareholders, members, directorsemployees, partners, agents and affiliates and any direct or indirect investors, shareholders, officers, employees and directors, agents, and each personpartners, if anyemployees, who (i) controls the Agent within the meaning members, agents or affiliates of Section 15 any of the Securities Act foregoing for loss or Section 20 damage arising as a result of or related to (a) any breach by the Company of any of its representations or covenants set forth herein or the unenforceability or invalidity of any provision of any of the Exchange Act Transaction Agreements other than the Investor Rights Agreement and Warrants, or (iib) is controlled 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 is under common control with any Transaction Agreement other than the AgentInvestor Rights Agreement and Warrants by the indemnitee or by governmental or regulatory authorities), and arising out of or resulting from (whether in each case from whole or in part) the execution, delivery, performance or enforcement of this Agreement or any other Transaction Agreement other than the Investor Rights Agreement and against Warrants or any and all lossesother instrument, claims, liabilities, expenses and damages document or agreement executed pursuant hereto or thereto or contemplated hereby or thereby (including any and all investigativethe acquisition of the Securities, legal and other expenses reasonably incurred in connection withthe Warrants, and any and all amounts paid in settlement (in accordance with this Section 9the Warrant Shares, the Contingent Warrants or the Contingent Shares), any action, suit, investigation transaction financed or proceeding between any of the indemnified parties and any indemnifying parties to be financed in whole or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are basedin part, directly or indirectly, on (x) any untrue statement with the proceeds of the issuance of the Securities or alleged untrue statement the status of a material fact contained the Investor as an investor in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the CommissionCompany, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply except to the extent that such loss, claim, liability, expense actual loss or damage arises results from the sale a breach by such indemnitee of the Placement Shares 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 its own choosing reasonably acceptable to the Investor. Any Investor shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Investor unless representation of such Investor by the counsel retained by the Company would be inappropriate due to actual or potential conflicting interests between such Investor and any other party represented by such counsel in such proceeding or should the Company failed promptly to assume the defense of such proceeding. The Company will not be liable to any Investor under this Agreement and is caused, directly or indirectly, for any settlement by an untrue statement Investor effected without the Company’s prior written consent, which shall not be unreasonably withheld or omission, or alleged untrue statement or omission, made delayed. The right to indemnification shall include the right to repayment of legal fees only if the indemnitee has prevailed on the merits in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise havea final judgment of a court from which no further appeal is possible.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other documented expenses reasonably incurred in connection with, and any and all amounts paid in settlement of (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus prospectus, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

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 agrees to shall defend, protect, indemnify and hold harmless the Agent, Purchaser and all of its affiliates and their respective partners, membersofficers, directors, officers, employees and agentsemployees, and each person, if any, who (i) controls the Agent within the meaning of Section 15 members and any of the Securities Act foregoing persons' agents or Section 20 of the Exchange Act or other representatives (ii) is controlled by or is under common control including, without limitation, those retained in connection with the Agenttransactions contemplated by this Agreement) (collectively, in each case 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, claimscosts, liabilitiespenalties, fees, liabilities and damages, and expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection withtherewith (irrespective of whether any such Purchaser Indemnitee is a party to the action for which indemnification hereunder is sought), and any including reasonable attorneys' fees and all amounts paid in settlement disbursements (in accordance with this Section 9the "Purchaser Indemnified Liabilities"), incurred by any Purchaser Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation 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, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties claim brought or between any indemnified party and any made against such Purchaser Indemnitee by a third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 arising out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement resulting from the Company's breach of a material fact contained in the Registration Statement Transaction Documents or the Prospectus Company's breach of other certificate, instrument or document contemplated hereby or thereby, and (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (yd) the omission or alleged omission to state in enforcement of this Section. Notwithstanding the foregoing, Purchaser Indemnified Liabilities shall not include any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties liability of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply Purchaser Indemnitee to the extent it arises out of: (i) such Purchaser Indemnitee's willful misconduct, gross negligence, or fraudulent action(s) or (ii) the breach of any representation, warranty or 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 the extent the aggregate of such Purchaser Indemnified Liabilities exceed $10,000, in 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 such loss, claim, liability, expense or damage arises from the sale indemnification set forth in this Section 7.5(a) shall be the exclusive remedy of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with Purchaser Indemnitees against the Agent’s InformationCompany for any Purchaser Indemnified Liabilities. This indemnity agreement will be in addition to any liability To the extent that the undertaking by the Company might otherwise havein this Section 7.5(a) may be unenforceable for any reason, and subject to the limitations set forth above, the Company shall make the maximum contribution to the payment and satisfaction of each of the Purchaser Indemnified Liabilities which is permissible under applicable law.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to Xxxxx and furnished to the Agent’s InformationCompany by Xxxxx expressly for inclusion in the Registration Statement or Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless CF&Co, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of CF&Co and each person, if any, who (i) controls the Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case CF&Co (a “CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCF&Co, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (Prospectus, or any amendment or supplement amendments thereto (including the information deemed to be a part of the Registration Statement or at the Prospectustime of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, if applicable) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and or is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon on and in conformity with information furnished in writing to the Agent’s InformationCompany by or on behalf of CF&Co expressly for inclusion in the Registration Statement or Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify indemnify, hold harmless, reimburse and hold harmless the Agentdefend each Creditor Party, its affiliates and their respective partners, memberseach of such Creditor Party’s officers, directors, officers, employees and agents, affiliates, control persons, and each personprincipal shareholders, if anyagainst all claims, who (i) controls the Agent 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 the Agentcosts, in each case from and against any and all losses, claimsexpenses, liabilities, expenses and obligations, losses or damages (including reasonable legal fees) of any and all investigativenature, legal and other expenses reasonably incurred in connection withby or imposed upon such Creditor Party which result, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on based upon: (xi) any untrue statement or alleged untrue statement of a material fact contained in misrepresentation by the Registration Statement or the Prospectus (Company or any amendment of its Subsidiaries or supplement to breach of any warranty by the Registration Statement Company or the Prospectus) any of its Subsidiaries in this Agreement, any other Related Agreement or in any free writing prospectus exhibits or schedules attached hereto or thereto; or (ii) any breach or default in performance by Company or any application of its Subsidiaries of any covenant or undertaking to be performed by Company or any of its Subsidiaries hereunder, under any other document executed Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries and such Creditor Party relating hereto or thereto; or (iii) (a) the violation of any Environmental Laws and the regulations promulgated pursuant to such laws, all as amended and relating to or affecting the Company and/or any Subsidiary and the Company’s and/or any Subsidiary’s properties, whether or not caused by or on behalf within the control of any Creditor Party and/or (b) the presence, release or threat of release of any Hazardous Materials (including, without limitation, asbestos, polychlorinated biphenyls, petroleum products, flammable explosives, radioactive materials, infectious substances or raw materials which include hazardous constituents) on, in, under or affecting all or any portion of any property of the Company and/or any Subsidiary or based on written information furnished any surrounding areas, regardless of whether or not caused by or on behalf of within the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties control of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise haveCreditor Party.

Company Indemnification. The Company agrees to indemnify and hold harmless Cowen, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Cowen and each person, if any, who (i) controls the Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Cowen from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCowen, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Except as otherwise provided in this ARTICLE 3, if Indemnitee was, is or becomes a party to, or was or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding, the Company agrees to will indemnify and hold harmless Indemnitee to the Agentfullest extent permitted by the Articles, its affiliates Bylaws and their respective partnersapplicable law, membersas the same exists or may hereafter be amended, directorsinterpreted or replaced (but in the case of any such amendment, officersinterpretation or replacement, employees and agentsonly to the extent that such amendment, and each personinterpretation or replacement permits the Company to provide broader indemnification rights than were permitted prior thereto), if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all lossesreasonable Expenses and all Losses, claimsand any federal, liabilitiesstate, expenses local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are actually paid or incurred by Indemnitee in connection with such Proceeding. In addition, and damages (not withstanding anything herein to the contrary, the Company will fully indemnify, defend and hold harmless Indemnitee against any and all Expenses and all Losses that are paid or incurred by Indemnitee in connection with any threatened, pending or completed legal action, suit, claim, demand, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any and all investigativeappeals, legal and other expenses reasonably incurred in connection withwhether formal or informal, and any in each case whether or not commenced prior to the date of this Agreement and all amounts paid in settlement (in accordance with whether or not based on facts, circumstances, or events that occurred prior to the dates of this Section 9)Agreement, any actionwhich Indemnitee was, suit, investigation is or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified will be involved as a party and any third party (including any governmental or self-regulatory authority, or otherwise, which is brought or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are basedasserted, directly or indirectly, by, on (x) any untrue statement behalf, or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus name of Scott Brown, Volant Energy LLC (or any amendment similar entity owned or supplement to the Registration Statement xxxxxxxxxx by Scott Brown), or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representationsaffiliates or assigns xxxxxxx xxt of or relating to (i) the formation, warranties operations, business proposals or agreements contained in any actual or alleged opportunity of Volant Energy LLC (or any similar entity owned or controlled by Scott Brown) directly or indirectly related to the Company, (ii) dixxxxxxxxx, negotiations, and actual or proposed transactions between or among Oaktree Capital Management LLC or any of its affiliates, the Company, Scott Brown and/or Indemnitee, including without limitation thx xxxxxxxxxons contemplated by that certain Subscription Agreement dated the dated hereof between the Company and OCM GW Holdings, LLC, or (iii) otherwise relating to or involving the Company. For purposes of this Agreement; provided, howeverthe meaning of the phrase "TO THE FULLEST EXTENT PERMITTED BY LAW" will include to the fullest extent permitted by Article 2.02-1 of the Texas Business Corporation Act ("TBCA") or any section that replaces or succeeds Article 2.02-1 of the TBCA with respect to such matters, that this indemnity agreement shall not apply but in the case of any such replacement or succession, only to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that succession permits the Company might otherwise haveto provide broader indemnification rights than were permitted prior thereto.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (damages, including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement of (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened)), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the AgentAgents, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent Agents 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 the AgentAgents, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred incurred) in connection with, and any and all amounts paid in settlement (in accordance with this Section 9)) in connection with, any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the AgentAgents, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Agents’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless each of the AgentAgents, its affiliates and their respective partners, members, the directors, officers, partners, employees and agents, agents of each Agent and each person, if any, who (i) controls the any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case any Agent from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the such Agent, or any such other person person, may become subject under the Securities Act, the Exchange Act Act, Canadian Securities Laws 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (Prospectuses or any amendment or supplement to the Registration Statement or the Prospectus) Prospectuses or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Agents’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless CF&Co, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of CF&Co and each person, if any, who (i) controls the Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case CF&Co (a “CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all investigativereasonable investigative expenses by any governmental agency or body, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCF&Co, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document Registration Statement or amendment or supplement thereto a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading, or (solely with respect z) the omission or alleged omission to state in any such Prospectus or amendment or supplement thereto a material fact required to be stated in it or necessary to make the Prospectusstatements in it, in the light of the circumstances under which they were made) , not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to under this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to CF&Co and furnished to the Agent’s InformationCompany by CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.)

Company Indemnification. The Company agrees to shall indemnify and hold harmless the Agenteach Specified Stockholder, its affiliates and their respective partnersAffiliates, membersofficers, directors, officersstockholders, employees partners, members and agents, any underwriter for such Specified Stockholder and each personPerson, if any, who (i) controls any of the Agent foregoing 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authoritydamages, or otherwise, liabilities (joint or any claim asserted or threatened), as and when incurred, several) to which the Agent, or any such other person they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilitiesdamages, expenses or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following (collectively, directly or indirectly, on “Violations”): (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or such registration statement, including any amendment or supplement to the Registration Statement or the Prospectus) or in any preliminary prospectus, free writing prospectus or final prospectus contained therein or any amendments or supplements thereto or in any application or other document executed incorporated by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commissionreference thereto, (yii) the any omission or alleged omission to state in any such document therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, or (solely with respect to iii) any violation or alleged violation by the Prospectus, in light Company of the circumstances Securities Act, any other securities law or any rule or regulation promulgated under which they were made) not misleading the Securities Act or (z) any breach other securities law; and the Company will pay to each such Person, as incurred, any legal or other expenses reasonably incurred by it in connection with investigating or defending any of the indemnifying parties of any of their respective representationssuch loss, warranties claim, damage, liability, or agreements contained in this Agreementaction; provided, however, that this indemnity agreement Section 2.6(a) shall not apply to the extent that amounts paid in settlement of any such loss, claim, damage, liability, expense or damage arises from action if such settlement is effected without the sale consent of the Placement Shares pursuant Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to this Agreement and is causedany such Person for any such loss, directly or indirectlyclaim, by an untrue statement or omissiondamage, liability, or alleged untrue statement action to the extent that it arises out of or omission, made is based upon a Violation which occurs in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be written information furnished expressly for use in addition to any liability that the Company might otherwise haveconnection with such registration by or on behalf of such Specified Stockholder.

Company Indemnification. The Company agrees to indemnify and hold harmless Credit Agricole, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Credit Agricole and each person, if any, who (i) controls the Agent Credit Agricole within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Credit Agricole (a “Credit Agricole Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCredit Agricole, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus Free Writing Prospectus approved by the Company in accordance with Section 7(v) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to Credit Agricole and furnished to the Agent’s InformationCompany by Credit Agricole expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless CF&Co, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of CF&Co and each person, if any, who (i) controls the Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case CF&Co (a “CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCF&Co, or any such other person 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 are based, directly or indirectly, on (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (yii) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (ziii) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to CF&Co and furnished to the Agent’s InformationCompany by CF&Co expressly for inclusion in any document as described in clause (a)(i). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person person, may become subject under Canadian Securities Laws, the Securities Act, the Exchange Act or other federal federal, provincial or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (xw) any untrue statement or alleged untrue statement of a material fact contained in the Canadian Base Prospectus, the Registration Statement or the any Prospectus (or any amendment or supplement to the Canadian Base Prospectus, the Registration Statement or the Prospectus) any Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with Canadian Regulatory Authorities or the Commission, (yx) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading, (solely with respect y) the failure of the Canadian Base Prospectus or the Canadian Prospectus or any amendment or supplement to the ProspectusCanadian Base Prospectus or the Canadian Prospectus to contain full, in light true and plain disclosure of all material facts relating to the circumstances under which they were made) not misleading Common Shares and to the Company or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to Xxxxx and furnished to the Agent’s InformationCompany by Xxxxx expressly for inclusion in any document as described in clause (w) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9)) of, any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened)), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened)), as and when incurred, to which the Agent, Agent or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including including, without limitation, any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Cowen, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Cowen and each person, if any, who (i) controls the Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Cowen from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable and documented investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCowen, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading (solely with respect to the Prospectus, or not misleading in light of the circumstances under which they were mademade with respect to the Prospectus) not misleading or (z) any material breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s InformationInformation (as defined in Section 20(b)). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the each Agent, and its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents and each person, if any, who (i) controls the such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case such Agent (an “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the any Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (Prospectus, or any amendment or supplement amendments thereto (including the information deemed to be a part of the Registration Statement or at the Prospectustime of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, if applicable) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by of any representation or warranty of the indemnifying parties of any of their respective representations, warranties Company or agreements the Manager contained in this Agreementherein; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and or is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon on and in conformity with information furnished in writing to the Agent’s InformationCompany by or on behalf of such Agent expressly for inclusion in the Registration Statement or Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the AgentLeerink, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent Leerink within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the AgentLeerink, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentLeerink, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Ordinary Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document document, other than the Prospectus and any amendments and supplements thereto, a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect in it not misleading or the omission or alleged omission to state in the ProspectusProspectus and any amendments or supplements thereto a material fact necessary in order to make the statements in it, in light of the circumstances under which they were made) , not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to Xxxxx and furnished to the Agent’s InformationCompany by Xxxxx expressly for inclusion in the Registration Statement or Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred incurred) in connection with, and any and all amounts paid in settlement (in accordance with this Section 9)) in connection with, any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless CF&Co, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of CF&Co and each person, if any, who (i) controls the Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case CF&Co (a “CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all investigativereasonable investigative expenses by any governmental agency or body, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCF&Co, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the CommissionSEC, or (y) the omission or alleged omission to state in any such document Registration Statement or amendment or supplement thereto a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading, or (solely with respect z) the omission or alleged omission to state in any such Prospectus or amendment or supplement thereto a material fact required to be stated in it or necessary to make the Prospectusstatements in it, in the light of the circumstances under which they were made) , not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to under this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to CF&Co and furnished to the Agent’s InformationCompany by CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a); provided, however, that the indemnity provision contained in this Section 9(a) shall not inure to the benefit of CF&Co or any CF&Co Affiliate with respect to any person asserting such loss, expense, liability, damage or claim which is the subject thereof if the Prospectus or amendment or supplement thereto prepared with the consent of CF&Co and furnished to CF&Co, prior to CF&Co providing written confirmation of the sale of the Shares to such person, corrected any such alleged untrue statement or omission and if CF&Co failed to send or give a copy of the Prospectus or amendment or supplement thereto to such person at or prior to providing written confirmation of the sale of the Shares to such person; provided further that the foregoing proviso shall not apply to At The Market sales wherein the Company failed to send or give a copy of the Prospectus or amendment or supplement thereto to the Exchange or other exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement of (in accordance with this Section 9)), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Ordinary Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (xA) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (yB) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (zC) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have. “Agent’s information” means solely the following information in the Prospectus: the fifth (5th) paragraph and the third (3rd) sentence in the eighth (8th) paragraph under the caption “Plan of Distribution” in the Prospectus Supplement.

Company Indemnification. The Company agrees to indemnify and hold harmless XX Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of XX Xxxxx and each person, if any, who (i) controls the Agent XX Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case XX Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable documented investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXX Xxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectusin it, in the light of (other than in the case of the Registration Statement) the circumstances under which they were made) , not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the solely Agent’s Information. “Agent’s Information” means, solely, the following information in the Prospectus: the third sentence in the eighth paragraph under the caption “Plan of Distribution” in the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Cowen, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Cowen and each person, if any, who (i) controls the Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Cowen from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCowen, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxxxxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxxxxxxx and each person, if any, who (i) controls the Agent Xxxxxxxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxxxxxxx (a “Xxxxxxxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 910(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxxxxxxx, or any such other person 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 are based, directly or indirectly, on (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (yii) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (ziii) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon on and in conformity with the Agent’s Informationinformation relating to Xxxxxxxxxx. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, Agent and its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, based on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that in each case this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Cowen, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Cowen and each person, if any, who (i) controls the Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Cowen (a “Cowen Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCowen, or any such other person 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 are based, directly or indirectly, on (xA) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (yB) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (zC) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have. “Agent’s information” means solely the following information in the Prospectus: the fifth (5th) paragraph and the third (3rd) sentence in the eighth (8th) paragraph under the caption “Plan of Distribution” in the Prospectus Supplement.

Company Indemnification. The Company agrees to indemnify and hold harmless Cowen, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Cowen and each person, if any, who (i) controls the Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Cowen from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable and documented investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCowen, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with solely information relating to Cowen furnished to the Agent’s InformationCompany in writing by Cowen expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx Fargo, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx Fargo and each person, if any, who (i) controls the Agent Xxxxx Fargo within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx Fargo (a “Xxxxx Fargo Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx Fargo, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Class A Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s InformationInformation (as hereinafter defined). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless SVB Leerink, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of SVB Leerink and each person, if any, who (i) controls the Agent SVB Leerink within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case SVB Leerink from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentSVB Leerink, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Placement Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Agent Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless CF&Co, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of CF&Co and each person, if any, who (i) controls the Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case CF&Co from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 910(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCF&Co, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to any of the Agent’s InformationManagers and furnished to the Company by any of the Managers expressly for inclusion in any document as described in clause (x) of this Section 10(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Placement Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Ordinary Shares or ADSs under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein in it (solely with respect to in the Prospectuscase of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent’s Information, its legal counsel, expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the AgentInvestors and each of their officers, its affiliates and their respective partnersdirectors, shareholders, members, directorsemployees, partners, agents and affiliates and any direct or indirect investors, shareholders, officers, employees and directors, agents, and each personpartners, if anyemployees, who (i) controls the Agent within the meaning members, agents or affiliates of Section 15 any of the Securities Act foregoing for loss or Section 20 damage arising as a result of or related to (a) any breach by the Company of any of its representations or covenants set forth herein or the unenforceability or invalidity of any provision of any of the Exchange Act Transaction Agreements other than the Investor Rights Agreement and Warrants, or (iib) is controlled 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 is under common control with any Transaction Agreement other than the AgentInvestor Rights Agreement and Warrants by the indemnitee or by governmental or regulatory authorities), and arising out of or resulting from (whether in each case from whole or in part) the execution, delivery, performance or enforcement of this Agreement or any other Transaction Agreement other than the Investor Rights Agreement and against Warrants or any and all lossesother instrument, claims, liabilities, expenses and damages document or agreement executed pursuant hereto or thereto or contemplated hereby or thereby (including any and all investigativethe acquisition of the Securities, legal and other expenses reasonably incurred in connection withthe Warrants, and any and all amounts paid in settlement (in accordance with this Section 9the Warrant Shares, the Contingent Warrants or the Contingent Shares), any action, suit, investigation transaction financed or proceeding between any of the indemnified parties and any indemnifying parties to be financed in whole or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are basedin part, directly or indirectly, on (x) any untrue statement with the proceeds of the issuance of the Securities or alleged untrue statement the status of a material fact contained the Investor as an investor in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the CommissionCompany, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply except to the extent that such loss, claim, liability, expense actual loss or damage arises results from the sale a breach by such indemnitee of the Placement Shares 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 its own choosing reasonably acceptable to the Investor. Any Investor shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Investor unless representation of such Investor by the counsel retained by the Company would be inappropriate due to actual or potential conflicting interests between such Investor and any other party represented by such counsel in such proceeding or should the Company failed promptly to assume the defense of such proceeding. The Company will not be liable to any Investor under this Agreement and is caused, directly or indirectly, for any settlement by an untrue statement Investor effected without the Company's prior written consent, which shall not be unreasonably withheld or omission, or alleged untrue statement or omission, made delayed. The right to indemnification shall include the right to repayment of legal fees only if the indemnitee has prevailed on the merits in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise havea final judgment of a court from which no further appeal is possible.

Company Indemnification. The Company agrees to indemnify and hold harmless each Underwriter, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of each of the Underwriters and each person, if any, who (i) controls any of the Agent Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with any of the Agent, in each case Underwriters from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 97(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Agentan Underwriter, or any such other person 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 are based, directly or indirectly, based on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, Pricing Prospectus or the Prospectus (or any amendment or supplement to the Registration Statement Statement, Pricing Prospectus or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectustherein, in the light of the circumstances under which they were made) made (other than with respect to the Registration Statement), not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information furnished to the Agent’s InformationCompany by the Underwriters expressly for inclusion in any document as described in clause (x) of this Section 7(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Ladenburg, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Ladenburg and each person, if any, who (i) controls the Agent Ladenburg within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Ladenburg (a “Ladenburg Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentLadenburg, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s InformationInformation (as defined below). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Ordinary Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, and its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Agent (an “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (Prospectus, or any amendment or supplement amendments thereto (including the information deemed to be a part of the Registration Statement or at the Prospectustime of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, if applicable) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by of any representation or warranty of the indemnifying parties of any of their respective representations, warranties Company or agreements the Manager contained in this Agreementherein; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and or is caused, caused directly or indirectly, indirectly by an untrue statement or omission, omission or alleged untrue statement or omission, omission made in reliance upon on and in conformity with information furnished in writing to the Agent’s InformationCompany by or on behalf of the Agent expressly for inclusion in the Registration Statement or Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Class A Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s InformationInformation (as hereinafter defined). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Cowen (a “Cowen Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCowen, or any such other person person, may become subject under the Securities Act, the Exchange Act Act, Canadian Securities Laws 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (Prospectuses or any amendment or supplement to the Registration Statement or the Prospectus) Prospectuses or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the CommissionCommission or the Canadian Qualifying Authorities, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless MLPFS, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of MLPFS and each person, if any, who (i) controls the Agent MLPFS within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case MLPFS (a “MLPFS Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all investigativereasonable investigative expenses by any governmental agency or body, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentMLPFS, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document Registration Statement or amendment or supplement thereto a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading, or (solely with respect z) the omission or alleged omission to state in any such Prospectus or amendment or supplement thereto a material fact required to be stated in it or necessary to make the Prospectusstatements in it, in the light of the circumstances under which they were made) , not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to under this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to MLPFS and furnished to the Agent’s InformationCompany by MLPFS expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if anyany (each an “Indemnified Party”), who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, based on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any material breach by any of the indemnifying parties Company of any of their respective representations, warranties or its agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage (or actions in respect thereof) (i) arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a) or (ii) is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each personthe Sales Agent Affiliate, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties Company of any of their respective representations, warranties or its agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9)9(c) hereof) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members, directors, officers, employees and agents, agents and each person, if any, who (i) controls the Agent 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 the Agent, in each case from and as follows: against any and all lossesloss, claimsliability, liabilitiesclaim, expenses damage and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened)expense whatsoever, as and when incurred, to which the Agentjoint or several, or any such other 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 arising out of or are based, directly or indirectly, on (x) based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment thereto), or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (solely with respect or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the Prospectusstatements therein, in the light of the circumstances under which they were made, not misleading; against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not misleading unreasonably be delayed or withheld; and against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (zii) any breach by any of the indemnifying parties of any of their respective representationsabove, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such any loss, liability, claim, liability, damage or expense or damage arises from to the sale extent arising out of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an any untrue statement or omission, omission or alleged untrue statement or omission, omission made solely in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition written information furnished to any liability that the Company might otherwise haveby any Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

Company Indemnification. The Company agrees to indemnify and hold harmless (i) each of the AgentInitial Purchasers, its affiliates and their respective partners(ii) each Holder, members, directors, officers, employees and agents, and (iii) each person, if any, who controls (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) any of the Initial Purchasers or any Holder (any of the persons referred to in this clause (iii) being hereinafter referred to as a "controlling person") and (iv) the respective officers, directors, partners, employees, representatives and agents of any of the Initial Purchasers or any Holder or any controlling person (any person referred to in clause (i), (ii), (iii) or (iiiv) is controlled by or is under common control with may hereinafter be referred to as a "Non-Company Indemnitee"), to the Agentfullest extent lawful, in each case from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9), any action, suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authority, or otherwise, or any claim asserted or threatened), as and when incurred, to which the Agent, or any such other 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, claimsdamages, liabilities, reasonable expenses or damages arise and judgments arising out of or are based, directly or indirectly, based on (x) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement Statement, Prospectus or the Preliminary Prospectus (or any amendment amendments or supplement to the Registration Statement supplements thereto), including any document incorporated by reference therein, or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf arising out of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document therein a material fact required to be stated therein or necessary to make the statements therein (solely not misleading, except, with respect to the Prospectusany Non-Company Indemnitee, in light of the circumstances under which they were madeinsofar as such losses, claims, damages, liabilities, expenses or judgments (1) not misleading or (z) any breach are caused by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, directly or indirectly, by an untrue statement or omission, omission or alleged untrue statement or omission based upon information furnished in writing to the Company by such Non-Company Indemnitee expressly for use therein (which shall include written information provided by such Non-Company Indemnitee pursuant to Section 3(g) herein expressly for use therein), or (2) with respect to any Preliminary Prospectus, result from the fact that such Non-Company Indemnitee sold Transfer Restricted Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Non-Company Indemnitee in accordance with this Agreement and the final Prospectus, as amended or supplemented, would have corrected such untrue statement or omission, made . The indemnification in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will this subsection (a) shall be in addition to any liability that which the Company might otherwise havemay have at common law or otherwise. The Company also agrees to indemnify or contribute to losses of, as provided in Section 7(d), any underwriters of Transfer Restricted Securities registered under the Shelf Registration Statement, their officers and directors and each Person, if any, who controls any such underwriter (within the meaning of the Act) on substantially the same basis as that of the indemnification of the Holders provided in this Section 7(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 5(m) hereof.

Company Indemnification. The Company agrees to indemnify and hold harmless Cowen, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Cowen and each person, if any, who (i) controls the Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Cowen (a “Cowen Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCowen, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Ordinary Shares under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Cowen, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Cowen and each person, if any, who (i) controls the Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Cowen from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentCowen, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreementmisleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, its affiliates and their respective partners, members, the directors, officers, members, partners, employees and agentsagents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls the Agent 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 the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the Sales Agent, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) thereto or in any free writing prospectus Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective its representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in strict conformity with written information relating to the Agent’s InformationSales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein in it or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with written information relating to Xxxxx and furnished to the Agent’s InformationCompany by Xxxxx expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Company agrees to shall indemnify and hold harmless the each Agent-Related Person, its affiliates each Bank and their respective partners, membersAffiliates, directors, officers, employees employees, counsel, agents and agents, and each person, if any, who attorneys-in-fact (icollectively the “Indemnitees”) controls the Agent 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 the Agent, in each case from and against any and all liabilities, obligations, losses, damages, penalties, claims, liabilitiesdemands, actions, judgments, suits, costs, expenses and damages disbursements (including Attorney Costs) of any and all investigativekind or nature whatsoever which may at any time be imposed on, legal and other expenses reasonably incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection withwith (a) the execution, and delivery, enforcement, performance or administration of any and all amounts paid Loan Document or any other agreement, letter or instrument delivered in settlement connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company or any Subsidiary, or any Environmental Liability related in accordance with this Section 9)any way to the Company or any Subsidiary, or (d) any actionactual or prospective claim, suitlitigation, investigation or proceeding between relating to any of the indemnified parties and foregoing, whether based on contract, tort or any indemnifying parties or between any indemnified party and any third party other theory (including any governmental or self-regulatory authorityinvestigation of, preparation for, or otherwisedefense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any claim asserted or threatenedIndemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), as and when incurredin all cases, to which the Agentwhether or not caused by or arising, in whole or any such other person may become subject under the Securities Actin part, 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) or in any free writing prospectus or in any application or other document executed by or on behalf negligence of the Company or based on written information furnished by or on behalf of the Company filed in Indemnitee; provided that such indemnity shall not, as to any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the CommissionIndemnitee, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply available to the extent that such loss, claim, liability, expense or damage arises otherwise Indemnified Liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the sale gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the Placement Shares pursuant use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement and is caused, directly or indirectly, by an untrue statement any other Loan Document or omission, arising out of its activities in connection herewith or alleged untrue statement therewith (whether before or omission, made after the Closing Date). All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefor. The agreements in reliance upon and in conformity with this Section shall survive the resignation of the Agent’s Information. This indemnity agreement will be in addition to , the replacement of any liability that Bank, the Company might otherwise havetermination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Company Indemnification. The Company agrees to indemnify and hold harmless Xxxxx, the Agent, its affiliates and their respective partners, members, directors, officers, partners, employees and agents, agents of Xxxxx and each person, if any, who (i) controls the Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (ii) is controlled by or is under common control with the Agent, in each case Xxxxx (a “Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 99(c)) of, any action, suit, investigation suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party (including any governmental or self-regulatory authorityparty, or otherwise, or any claim asserted or threatenedasserted), as and when incurred, to which the AgentXxxxx, or any such other person 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 are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus) Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated therein therein, or necessary to make the statements therein (solely with respect to the Prospectustherein, in light of (other than the case of the Registration Statement) the circumstances under which they were made) , not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused, caused directly or indirectly, indirectly by an untrue statement or omission, or alleged untrue statement or omission, omission made in reliance upon and in conformity with the Agent’s Information. This indemnity agreement will be in addition written information relating to any liability that Xxxxx and furnished to the Company might otherwise have.by Xxxxx expressly for inclusion in any document as described in clause