Common use of Company Indemnity Clause in Contracts

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented supplemented, or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (i) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, underwriter and each or controlling person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) therefore, (ii) the failure of a Holder therefor and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectusfinal prospectus (as amended or supplemented if the Company files any amendment or supplement thereto with the SEC), offering circular Registration Statement filed pursuant to this Agreement or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, post-effective amendment thereof or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any reasonable legal fees of a single counsel and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) thereforetherefor and stated to be specifically for use therein, (ii) the any failure of a by any Holder to deliver at comply with prospectus delivery requirements or prior the Securities Act or Exchange Act or any other law or legal requirement applicable to them or any covenant or agreement contained in the written confirmation of sale, the most recent prospectus, as amended Purchase Agreement or supplemented this Agreement or (iii) an offer of sale of Common Shares occurring during a period in which sales under the failure of a Holder otherwise to comply with Registration Statement are suspended as permitted by this Agreement. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (i) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents shareholders and partnerslegal counsel, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Securities Act applicable securities Laws, or any state securities law or in either case, any rule or regulation thereunder promulgated under applicable to the securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (i) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Without limitation of any other indemnity provided to the Holder, to the extent permitted by law, the Company will shall indemnify and hold harmless each the Holder, each of its affiliates, officers, directors, agents directors and partners, any underwriter (as defined in the 0000 Xxx) for the Holder, and each person controlling each of person, if any, who controls the foregoing, Holder or underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any alleged untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (such registration statement including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any alleged omission (or alleged omission) to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Securities Act 1933 Act, the Exchange Act, or any state securities law or in either case, any rule or regulation thereunder applicable to promulgated under the 1933 Act, the Exchange Act or any state securities law, and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to the Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The Company will indemnify and hold harmless each the Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoing, Holder within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each the Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingsuch 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 and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission (or alleged untrue statement or omission) based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity Indemnity agreement contained in this Section 5.6(a9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (a) To the maximum extent permitted by Law, the Company will shall indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents shareholders and partnerslegal counsel, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of Controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Securities Act applicable securities Laws, or any state securities law or in either case, any rule or regulation thereunder promulgated under applicable to the securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, or Controlling Person for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (i) In the event of a Registration under this Agreement, to the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents and partnersemployees, shareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, underwriter and each person or Person who controls any (as defined in the Securities Act) such underwriter, Holder or underwriter for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling of each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) therefore, therefor and stated to be specifically for use therein or (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementsupplemented. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any material breach of this Agreement (including any representation herein) or untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented supplemented, or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will indemnify and hold harmless each the Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingHolder, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectusProspectus, offering circular or other document (including any related registration statementRegistration Statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each the Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriterHolder, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectusfinal prospectus (as amended or supplemented if the Company files any amendment or supplement thereto with the SEC), offering circular Registration Statement filed pursuant to this Agreement or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, post-effective amendment thereof or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any reasonable legal fees of a single counsel and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) thereforetherefor and stated to be specifically for use therein, (ii) the any failure of a by any Holder to deliver at comply with prospectus delivery requirements or prior the Securities Act or Exchange Act or any other law or legal requirement applicable to them or any covenant or agreement contained in the written confirmation of sale, the most recent prospectus, as amended Purchase Agreement or supplemented this Agreement or (iii) an offer of sale of Conversion Shares or Warrant Shares occurring during a period in which sales under the failure of a Holder otherwise to comply with Registration Statement are suspended as permitted by this Agreement. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The In consideration of each Purchaser’s execution and delivery of this Agreement and purchase of the Preferred Stock and Warrants hereunder and in addition to all of the Company’s other obligations under this Agreement, the Company will shall defend, indemnify and hold harmless each HolderPurchaser and all its stockholders, each of its partners, members, officers, directors, employees and its agents and partnersor other representatives (including, and each person controlling each of without limitation, those retained in connection with the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to transactions contemplated by this Agreement) (collectively, the “Purchaser Indemnitees”) from and each underwriteragainst any and all actions, if anysuits, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages costs, penalties, fees, liabilities and liabilities damages, and expenses in connection therewith, and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Purchaser Indemnitee as a result of, or actions arising out of, or relating to (a) any claims brought by such Purchaser Indemnitee arising out of any misrepresentation or breach of any representation or warranty made by the Company in respect thereofthis Agreement or any Closing certificate delivered to Purchaser as a condition to Closing, (b) any claims brought by such Purchaser Indemnitee arising out of any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other Closing certificate delivered to Purchaser as a condition to Closing, or (c) any cause of action, suit or claim brought or made against such Purchaser Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or based on any untrue statement (resulting from the execution, delivery, performance or alleged untrue statement) enforcement of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, this Agreement or any violation other certificate, instrument or document contemplated hereby or thereby. The Company shall not be obligated to indemnify a Purchaser Indemnitee pursuant to this Section 8.1 for Indemnified Liabilities to the extent such Indemnified Liabilities are caused by acts of gross negligence or willful misconduct on the part of such Purchaser Indemnitee. To the extent that the foregoing undertaking by the Company of may be unenforceable for any reason, the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable Company shall make the maximum contribution to the Company payment and relating to action or inaction required satisfaction of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided Indemnified Liabilities that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)permissible under applicable law.

Company Indemnity. The Without limitation of any other indemnity provided to any Holder, either in connection with the Offering or otherwise, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, each of its the affiliates, officers, directorsdirectors and partners of each Holder, agents and partnersany underwriter (as defined in the Securities Act) for such Holder, and each person controlling each of the foregoingperson, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the Securities Act and or the rules and regulations thereunder with respect Securities Exchange Act of 1934 (the "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of they may become subject under the Securities Act, the Exchange Act and the rules and regulations thereunderor other federal or state law, any underwriterinsofar as such losses, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectus, offering circular or other document (such registration statements including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law or in either caselaw, any rule or regulation thereunder applicable to and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent registration by any such Holder or any other officer, director or controlling person thereof or any Violation which arises from a violation by a Holder of the Company (which consent will not be unreasonably withheld)Securities Act, the Exchange Act or any state securities law.

Company Indemnity. The (a) To the extent permitted by applicable Law, the Company will indemnify and hold harmless each Holder, each of its the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and partners, and each person controlling employees of each of the foregoingthem, each Person who controls each such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the rules officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and regulations thereunder with respect to which registrationemployees of each such controlling person, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person Person who controls, controls (within the meaning of Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, any Exchange Act) such underwriter, from and against all losses, claims, costs, damages or liabilities (whether joint or several) to which they may become subject under applicable Laws or otherwise, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectussuch Registration Statement, offering circular or other document (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the U.S. Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under U.S. Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, Person intended to be indemnified pursuant to this Section 5.1 for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (A) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, who controls (as defined in the Securities Act) such Holder or underwriter against any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and each person who controls, within the meaning of Section 15 relate to action or inaction required of the Securities Act and the rules and regulations thereunderCompany in connection with any Registration, any underwriterqualification, against all or compliance, insofar as such losses, claims, lossesdamages, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each person underwriter or controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, Person for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) therefore, therefor and stated to be specifically for use therein or (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementsupplemented. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (a) To the maximum extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”), in each case to the extent that such Violation occurs in reliance upon information furnished by the Company for use in connection with such Registration: (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Subject to the provisions of this Section 5.1, the Company will indemnify and hold harmless each Holderthe Purchaser and its directors, officers, members, managers, partners, employees and agents (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title), each of its officers, directors, agents and partners, and each person controlling each of the foregoing, who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the rules Exchange Act), and regulations thereunder the directors, officers, shareholders, agents, members, managers, partners or employees (and any other persons with a functionally equivalent role of a persons holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Purchaser Party in respect to of which registration, qualification or compliance has been effected indemnity may be sought pursuant to this Agreement, and each underwriter, if anysuch Purchaser Party shall promptly notify the Company in writing, and each person who controls, within the meaning Company shall have the right to assume the defense thereof with counsel of Section 15 of its own choosing reasonably acceptable to the Securities Act and Purchaser Party. Any Purchaser Party shall have the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained right to employ separate counsel in any prospectussuch action and participate in the defense thereof, offering circular or other document but the reasonable fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (including any related registration statement, notification or i) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the Securities Act or reasonable opinion of such separate counsel, a material conflict on any state securities law or in either case, any rule or regulation thereunder applicable to material issue between the position of the Company and relating to action or inaction required the position of such Purchaser Party, in which case the Company in connection with any shall be responsible for the reasonable fees and expenses of no more than one such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the separate counsel. The Company will not be liable in to any such case Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to a Holder the extent, but only to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, damage or liability or action if such settlement is effected without the consent attributable to any Purchaser Party’s breach of any of the Company (which consent will not be unreasonably withheld)representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement.

Company Indemnity. The (a) To the maximum extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under laws which are applicable to the Company insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder thereunder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectusfinal prospectus (as amended or supplemented if the Company files any amendment or supplement thereto with the SEC), offering circular Registration Statement filed pursuant to this Agreement or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, post-effective amendment thereof or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any reasonable legal fees of a single counsel and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) thereforetherefor and stated to be specifically for use therein, (ii) the any failure of a by any Holder to deliver at comply with prospectus delivery requirements or prior the Securities Act or Exchange Act or any other law or legal requirement applicable to them or any covenant or agreement contained in the written confirmation of saleExchange Agreement, the most recent prospectus, as amended Statement of Designation or supplemented this Agreement or (iii) an offer of sale of the failure of Shares occurring during a Holder otherwise to comply with period in which sales under the Registration Statement are suspended as permitted by this Agreement. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holderthe Investor, each of its the officers, directors, agents and members, partners, agents, brokers (including brokers who offer and each person controlling sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls the foregoing, Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the rules officers, directors, members, stockholders, partners, agents and regulations thereunder employees (and any other Persons with respect a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to which registrationthe fullest extent permitted by applicable law, qualification or compliance has been effected pursuant to this Agreementfrom and against any and all losses, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, lossesdamages, damages liabilities, costs (including, without limitation, reasonable attorneys’ fees) and liabilities expenses (or actions in respect thereof) collectively, “Losses”), as incurred, arising out of or based on relating to (1) any untrue statement (or alleged untrue statement) statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, offering circular or other document (including any related registration statement, notification arising out of or the like) incident relating to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made, ) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law law, or in either case, any rule or regulation thereunder applicable thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Investor furnished in writing to the Company and relating to action by the Investor expressly for use therein, or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished relates to the Company by a Holder Investor or the underwriter (if any) thereforeInvestor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Investor expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the failure case of a Holder to deliver at an occurrence of an event of the type specified in Section 3.1(d)(iii)-(vi), the use by the Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Investor and prior to the written confirmation receipt by the Investor of salethe Advice contemplated in Section 5.2, but only if and to the most recent prospectus, as amended extent that following the receipt of the Advice the misstatement or supplemented or (iii) the failure of a Holder otherwise omission giving rise to comply with this Agreementsuch Loss would have been corrected. The indemnity agreement contained in this Section 5.6(a) Company shall not apply to amounts paid in settlement notify the Investor promptly of the institution, threat or assertion of any such loss, claim, damage, liability Proceeding arising from or action if such settlement is effected without in connection with the consent transactions contemplated by this Agreement of which the Company (which consent will not be unreasonably withheld)is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by the Investor in accordance with Section 6.4.

Company Indemnity. The In consideration of the Purchaser's execution and delivery of this Agreement and acquiring the Common Shares hereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company will shall defend, protect, indemnify and hold harmless each Holder, each the Purchaser and all of its partners, officers, directors, agents employees, members and partners, direct or indirect Purchasers and each person controlling each any of the foregoingforegoing person's agents or other representatives (including, within without limitation, those retained in connection with the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and each underwriteragainst any and all actions, if anycauses of action, and each person who controlssuits, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages costs, penalties, fees, liabilities and liabilities damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including all reasonable attorneys' fees and disbursements of one law firm (and local counsel where necessary) (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or actions arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in respect thereofthe 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, (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or based on any untrue statement (resulting from the execution, delivery, performance or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation breach by the Company or enforcement of the Securities Act Transaction Documents or any state securities law other certificate, instrument or in either casedocument contemplated hereby or thereby, and (d) the enforcement of this Section. Notwithstanding the foregoing, Indemnified Liabilities shall not include any rule liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or regulation thereunder applicable fraudulent action(s). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the Company payment and relating to action or inaction required satisfaction of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or Indemnified Liabilities which is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)permissible under applicable law.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingHolder, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingsuch 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 and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) therefore, (ii) the failure of a Holder therefor and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a4.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will indemnify and hold harmless each the Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingHolder, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each the Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriterHolder, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The To the extent permitted by law, the Company will shall indemnify and hold harmless each Holderthe Holder thereunder, its officers and directors, each underwriter of its officers, directors, agents and partners, such Registrable Stock thereunder and each person controlling each of the foregoingother person, if any, who controls such Holder or underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities or expenses to which they may become subject under the Securities Act and the rules and regulations thereunder with respect to which registrationor other federal or state law, qualification or compliance has been effected pursuant to this Agreementinsofar as such losses, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, lossesdamages, damages and liabilities liabilities, or expenses (or actions in respect thereof) arising arise out of or are based on upon: (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectus, offering circular or other document (such registration statement including any related registration statement, notification preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, or any violation by not misleading, and the Company of shall reimburse the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each such controlling person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, expense or action; provided, however, that the Company shall not be liable in any such case if and to the extent that any such loss, claim, damage, liability, expense or action if arises out of or is based upon: (i) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such settlement is effected without the consent Holder, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus; or (ii) such Holder's failure to deliver a copy of the final prospectus as then amended or supplemented after the Company (which consent will not be unreasonably withheld)has furnished such Holder with a sufficient number of copies of the same, but only if delivery of same is required by law and the same would have cured the defect giving rise to any such loss, claim, damage, liability, expense or action.

Company Indemnity. The (a) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, such Holder’s partners, shareholders, members, each partner, shareholder and member of each such partner, shareholder or member, each of its officerstheir respective affiliates, officers directors, agents shareholders, employees, advisors (including legal counsel) and partnersagents, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and or the rules and regulations thereunder, any Exchange Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in such Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any prospectus, offering circular preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the company or any of its subsidiaries including any report or other document filed under the Exchange Act, (including any related registration statement, notification or b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a preliminary or final prospectus, in light of the circumstances under which they were made) not misleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, underwriter and each or controlling person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (i) To the maximum extent permitted by law, the Company will indemnify and hold harmless each Holder (which, for the purposes of this Section 5.1 of this Exhibit includes the FF Beneficial Investor for so long as the FF Investor is a Holder), each of its such Holder’s partners, officers, directors, agents shareholders and partnerslegal counsel, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Securities Act applicable securities laws, or any state securities law or in either case, any rule or regulation thereunder promulgated under applicable to the securities laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s officers, directors, agents and shareholders, members, partners, legal counsel and accountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, who controls (as defined in the Securities Act) such Holder or underwriter against any losses, claims, damages or liabilities (joint or several) to which they may become subject under laws which are applicable to the Company and each person who controls, within the meaning of Section 15 relate to action or inaction required of the Securities Act and the rules and regulations thereunderCompany in connection with any Registration, any underwriterqualification, against all or compliance, insofar as such losses, claims, lossesdamages, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will hereby agrees to indemnify and hold harmless each Holderof the Purchaser and it Affiliates, each of and its directors, officers, directorsemployees, agents and partners, and each person controlling each of the foregoing, persons (within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 20(a) of the Securities Act Exchange Act), from and the rules against any and regulations thereunder, any underwriter, against all claims, liabilities, losses, damages and liabilities expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against or actions in respect thereof) arising incurred by any such Indemnified Person which are caused by or are related to or arise out of (a) subject to Section 11 hereof, the Company's material breach of any of its representations, warranties, covenants or based on agreements contained in this Agreement, (b) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification the Proxy Statement or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, (a "Violation") or (c) (i) any material violation by the Company or any Subsidiary thereof of any Environmental Laws, or the disposal, discharge or release of solid wastes, pollutants or hazardous substances, whether in compliance with Environmental Laws or not, other than in respect of those matters set forth on Schedule 12.2 hereto (ii) the ownership, operation or use of any landfill, wastewater treatment plant, air pollution control equipment, storage lagoon or other waste management or pollution control facility, whether in compliance with Environmental Laws or not, other than in respect of those matters set forth on Schedule 12.2 hereto, or (iii) exposure of any person to any chemical substances, noises or vibrations generated by the Company, any of its Subsidiaries, or any of their respective predecessors, whether in compliance with Environmental Laws or not, other than in respect of those matters set forth on Schedule 12.2 hereto; provided, however, that no indemnification shall be provided hereunder for any decrease in the market price of the Securities Act shares of Common Stock purchased or owned by the Purchaser or any state securities law or in either caseof its Affiliates; and provided, any rule or regulation thereunder applicable further, that no indemnification shall be provided hereunder with respect to the Company and relating preceding clause 12.2(b) to action the extent an untrue or inaction required of alleged untrue statement or omission or alleged omission was made by the Company in reliance upon and in conformity with information furnished by or on behalf of the Purchaser for use in the Proxy Statement. The Company shall reimburse any such Indemnified Person for all costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements and costs of investigation) incurred in connection with preparing for, bringing or defending any such registrationaction, qualification claim, investigation, suit or complianceother proceeding, and will reimburse each Holderwhether or not in connection with pending or threatened litigation, each of its officers, directors, agents and partners, and each person controlling each which shall be caused by or related to or arise out of the foregoing, each whether or not such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not Indemnified Person shall be liable in any such case to named as a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)party thereto.

Company Indemnity. The (a) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s officers, directors, agents shareholders, employees, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Without limitation of any other indemnity provided to any Holder, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, each of its the affiliates, officers, directorsdirectors and partners of each Holder, agents and partnersany underwriter (as defined in the 0000 Xxx) for such Holder, and each person controlling each of the foregoingperson, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect "Exchange Act")), against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any alleged untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (such registration statement including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any alleged omission (or alleged omission) to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Securities Act 1933 Act, the Exchange Act, or any state securities law or in either case, any rule or regulation thereunder applicable to promulgated under the 1933 Act, the Exchange Act or any state securities law, and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The Company will indemnify and hold harmless each Holderthe Purchaser, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectusTime of Sale Information, offering circular final prospectus (as amended or other document (including supplemented if the Company files any related registration statementamendment or supplement thereto with the SEC), notification Registration Statement filed pursuant to this Agreement or the like) incident to any such registration, qualification or compliance, post-effective amendment thereof or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holderthe Purchaser, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any reasonable legal fees of a single counsel and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder Purchaser to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder such Purchaser or the underwriter (if any) thereforetherefor and stated to be specifically for use therein, (ii) any failure by any Purchaser to comply with prospectus delivery requirements of the Securities Act (other than a failure resulting from an act or omission on the part of a Holder the Company) or any other law or legal requirement applicable to deliver at them or prior to any covenant or agreement contained in the written confirmation of sale, the most recent prospectus, as amended Purchase Agreement or supplemented this Agreement or (iii) the failure an offer or sale of Registrable Securities or Demand Registrable Securities occurring during a Holder otherwise to comply with period in which sales under a Registration Statement are suspended as permitted by this Agreement; provided that notice has been properly provided to the Purchaser. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, each of its such Holder’s officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunderAct) such Holder or underwriter (each, a “Holder Indemnified Party”) against any underwriterlosses, against all claims, damages or liabilities (joint or several) to which they may become subject under Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages and or liabilities (( or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in the Registration Statement of the Company, including any preliminary prospectus, offering circular final prospectus or other document free-writing prospectus contained therein or any amendments or supplements thereto, (ii) any omission or alleged omission to state in the Registration Statement of the Company, including any related registration statementpreliminary prospectus, notification final prospectus or the like) incident to free-writing prospectus contained therein or any such registrationamendments or supplements thereto, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, Holder Indemnified Party for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (a) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s Affiliates, partners, officers, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, underwriter and each or controlling person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (i) To the maximum extent permitted by Law and its memorandum and articles of association, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, underwriter and each or controlling person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (a) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages damages, expenses (including the costs of enforcing this provision) and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) therefore, (ii) the failure of a Holder therefor and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (i) To the extent permitted by law, the Company will indemnify and hold harmless each the Holder, each of its officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, who controls (as defined in the Securities Act) the Holder or underwriter against any losses, claims, damages or liabilities (joint or several) to which they may become subject under laws which are applicable to the Company and each person who controls, within the meaning of Section 15 relate to action or inaction required of the Securities Act and the rules and regulations thereunderCompany in connection with any Registration, any underwriterqualification, against all or compliance, insofar as such losses, claims, lossesdamages, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holderthe Holders, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holderthe Investor, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingInvestor, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Rights Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document prospectus (including any related registration statement, notification or the likelike or any amendment thereto) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holderthe Investor, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingInvestor, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based (or alleged untrue statement or omission) that is made in reliance upon and in conformity with written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder Investor and stated to deliver at or prior be specifically for use therein. In addition to any other information furnished in writing to the written confirmation of saleCompany by the Investor, the most recent prospectus, as amended information in the Registration Statement concerning the Investor under the captions "Selling Shareholders" (or supplemented any similarly captioned Section containing the information required pursuant to Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan of Distribution" (or (iiiany similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the failure of a Holder otherwise Company by the Investor to comply with this Agreementthe extent it conforms to information actually supplied in writing by the Investor. The indemnity agreement contained in this Section 5.6(a5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (i) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each HolderInvestor, each of its Investor’s partners, officers, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, Act) Investor or any underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with will reimburse Investor, any such registration, qualification underwriter or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (i) To the maximum extent permitted by Law and the Memorandum and Articles, the Company will shall indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents shareholders and partnerslegal counsel, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation by the Company or alleged violation of the Securities Act applicable securities Laws, or any state securities law or in either case, any rule or regulation thereunder promulgated under applicable to the securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each person underwriter or controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, Person for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (i) To the maximum extent permitted by Law, the Company will shall indemnify and hold harmless each Holder, each of its such Holder's partners, officers, directors, agents shareholders and partnerslegal counsel, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all claims, any losses, Claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, Claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (A) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (B) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (C) any violation by the Company or alleged violation of the Securities Act applicable securities Laws, or any state securities law or in either case, any rule or regulation thereunder promulgated under applicable to the securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each person underwriter or controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, Person for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claimloss, lossClaim, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (i) To the maximum extent permitted by Law and Memorandum and Articles, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement (unless Holder is actually aware of and consent in writing to the making of such untrue statement or alleged untrue statement), offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, underwriter and each or controlling person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (i) In the event of a Registration under this Agreement, to the maximum extent permitted by Law, the Company will indemnify and hold harmless (absent fraud, willful default or misconduct of such Person being indemnified) each Holder, each of its such Holder’s partners, officers, directors, agents and partnersemployees, shareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, underwriter and each person or Person who controls any (as defined in the Securities Act) such underwriter, Holder or underwriter for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holderthe Investor, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingInvestor, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Rights Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document prospectus (including any related registration statement, notification or the likelike or any amendment thereto) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holderthe Investor, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingInvestor, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided provided, that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based (or alleged untrue statement or omission) that is made in reliance upon and in conformity with written information furnished to the Company by a Holder or the underwriter (if any) thereforeInvestor and stated to be specifically for use therein; provided, (ii) however, that nothing contained herein shall limit the failure of a Holder Company’s obligation to deliver at or prior provide indemnification pursuant to the written confirmation of saleAgreement. In addition to any other information furnished in writing to the Company by the Investor, the most recent prospectus, as amended information in the Registration Statement concerning the Investor or supplemented any of its Affiliates under the caption “Plan of Distribution” (or (iiiany similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the failure of a Holder otherwise Company by the Investor to comply with this Agreementthe extent it conforms to information actually supplied in writing by the Investor. The indemnity agreement contained in this Section 5.6(a5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (a) In the event of a Registration under this Agreement, to the maximum extent permitted by Law, the Company will indemnify and hold harmless each selling Holder, each of its such Holder’s partners, officers, employees, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunderAct) such Holder, any legal counsel or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which such Person may become subject under Applicable Securities Laws or otherwise, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registrationpromulgated under Applicable Securities Laws; provided, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder if and to the extent that any such loss, claim, loss, damage, damage or liability or expense arises out of or is based (i) on any upon an untrue statement or alleged untrue statement or omission based upon written or alleged omission so made in conformity with information furnished to the by such Person in writing specifically for use in such Registration Statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto). The Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectuswill reimburse, as amended incurred, each such Person for any legal or supplemented other expenses reasonably incurred by such Person in connection with investigating or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of defending any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)Action.

Company Indemnity. The Company will indemnify and hold harmless each Holderthe Investor, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingInvestor, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Rights Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document prospectus (including any related registration statement, notification or the likelike or any amendment thereto) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holderthe Investor, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingInvestor, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based (or alleged untrue statement or omission) that is made in reliance upon and in conformity with written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder Investor and stated to deliver at or prior be specifically for use therein. In addition to any other information furnished in writing to the written confirmation of saleCompany by the Investor, the most recent prospectus, as amended information in the Registration Statement concerning the Investor or supplemented any of its Affiliates under the caption "Plan of Distribution" (or (iiiany similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the failure of a Holder otherwise Company by the Investor to comply with this Agreementthe extent it conforms to information actually supplied in writing by the Investor. The indemnity agreement contained in this Section 5.6(a5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The To the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, Antares and each of its officers, partners (including, but not limited to, such partners' respective members, shareholders, partners, other equity holders, officers, directors, agents employees and partnersrepresentatives), officers, directors, employees and representatives, each underwriter of such Registrable Stock thereunder and each person controlling each of the foregoingother person, if any, who controls Antares or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, damages, costs, claims, expenses and liabilities, including, without limitation, reasonable attorneys', paralegals' and accountants' fees and expenses, before and at trial and at all applicable appellate levels (individually and collectively, "LOSSES"), to which they may become subject under the Securities Act and the rules and regulations thereunder with respect to which registrationor other federal or state law, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising insofar as such Losses arise out of or are based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectus, offering circular or other document (such registration statement including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or and/or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either casenot misleading; provided, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registrationhowever, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will shall not be liable in any such case to a Holder if and to the extent that any such claim, loss, damage, liability or expense arises Losses arise out of or is are based upon (i) on any an untrue statement or alleged untrue statement or omission based upon written or alleged omission so made in conformity with information furnished to the Company by a Holder Antares, any such underwriter or the underwriter (if any) therefore, any such controlling person in writing specifically for use in such registration statement or prospectus; or (ii) the Antares' failure of a Holder to deliver at or prior to a copy of the written confirmation of sale, the most recent prospectus, final prospectus as then amended or supplemented or (iii) after the failure Company has furnished Antares with a sufficient number of a Holder otherwise copies of the same, but only if delivery of same is required by law and the same would have cured the defect giving rise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)Losses.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any material breach of this Agreement (including any representation herein) or any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) thereforetherefor, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented supplemented, or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (i) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, underwriter and each or controlling person who controls any such underwriter, (within the meaning of the Securities Act) for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectusTime of Sale Information, offering circular final prospectus (as amended or other document (including supplemented if the Company files any related registration statementamendment or supplement thereto with the SEC), notification Registration Statement filed pursuant to this Agreement or the like) incident to any such registration, qualification or compliance, post-effective amendment thereof or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any reasonable legal fees of a single counsel and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) thereforetherefor and stated to be specifically for use therein, (ii) the any failure of a by any Holder to deliver at comply with prospectus delivery requirements of the Securities Act (other than a failure resulting from an act or prior omission on the part of the Company) or any other law or legal requirement applicable to them or any covenant or agreement contained in the written confirmation of sale, the most recent prospectus, as amended Purchase Agreement or supplemented this Agreement or (iii) the failure an offer or sale of Registrable Securities or Demand Registrable Securities occurring during a Holder otherwise to comply with period in which sales under a Registration Statement are suspended as permitted by this Agreement; provided that notice has been properly provided to the Holder. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (i) In the event of a Registration under this Agreement, to the maximum extent permitted by Law, the Company will indemnify and hold harmless each selling Holder, each of its such Holder’s partners, officers, employees, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunderAct) such Holder, any legal counsel or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which such Person may become subject under Applicable Securities Laws or otherwise, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registrationpromulgated under Applicable Securities Laws; provided, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder if and to the extent that any such loss, claim, loss, damage, damage or liability or expense arises out of or is based (i) on any upon an untrue statement or alleged untrue statement or omission based upon written or alleged omission so made in conformity with information furnished to the by such Person in writing specifically for use in such Registration Statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto). The Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectuswill reimburse, as amended incurred, each such Person for any legal or supplemented other expenses reasonably incurred by such Person in connection with investigating or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of defending any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)Action.

Company Indemnity. The (a) To the maximum extent permitted by Law and the Memorandum and Articles, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any will reimburse, as incurred, each such registration, qualification or compliance, and will reimburse each Holder, each of its such Holder’s partners, officers, directors, agents and partnersshareholders, and each members, legal counsel, underwriters or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holderof the Holders, each of its their respective officers, directors, agents trustees and partners, and each person controlling each of the foregoing, any Holder within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder thereunder, with respect to which registration, qualification or compliance has been effected pursuant to this Registration Rights Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statementRegistration Statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its their respective officers, directors, agents trustees and partners, and each person controlling each of the foregoingany 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 and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission (or alleged untrue statement or omission) based upon written information furnished to the Company by a the Holder or the underwriter (if any) therefore, (ii) the failure of a Holder and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a8(a) shall not apply to amounts paid by the Holders in settlement of any such loss, claim, damage, liability or action if such settlement is if effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Without limitation of any other indemnity provided to the Purchaser, either in connection with the offering or otherwise, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holderthe Purchaser and its affiliates, each of its officers, directors, agents and partnersany underwriter (as defined in the 0000 Xxx) for the Purchaser, and each person controlling each of the foregoingperson, if any, who controls such underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect "Exchange Act")), against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (A) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectus, offering circular or other document (such registration statements including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements, notification or thereto, (B) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading or (C) any violation or alleged violation by the Company of the Securities Act 1933 Act, the Exchange Act, or any state securities law or in either case, any rule or regulation thereunder applicable to promulgated under the 1933 Act, the Exchange Act or any State securities law, and, in each case, the Company shall reimburse the Purchaser and relating to action its affiliates or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred in by them connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to the Purchaser in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon (1) a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without registration by the consent Purchaser or (2) by the Purchaser's failure to deliver to purchasers of the Shares a copy of the registration statement or prospectus or any amendments or supplements thereto pursuant to Section 7(e)(vii) after the Company (which consent will not be unreasonably withheld)has furnished the Purchaser with a sufficient number of copies of the same.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, employees and agents and each person controlling each of the foregoing, such Holder within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Registration Rights Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, employees and agents and each person controlling each of the foregoingsuch 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 and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) therefore, (ii) the failure of a Holder and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on material breach of this Agreement (including any representation herein) or any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented supplemented, or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (i) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement (unless Holder is actually aware of and consent to the making of such untrue statement or alleged untrue statement), offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, underwriter and each or controlling person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any or untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented supplemented, or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (a) To the maximum extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a 8 “Violation”), in each case to the extent that such Violation occurs in reliance upon information furnished by the Company for use in connection with such Registration: (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Without limitation of any other indemnity provided to any Holder, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, each of its the affiliates, officers, directorsdirectors and partners of each Holder, agents and partnersany underwriter (as defined in the 0000 Xxx) for such Holder, and each person controlling each of the foregoingperson, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect "Exchange Act") , against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectus, offering circular or other document (such registration statements including any related registration statement, notification preliminary prospectus or the like) incident to final prospectus contained therein or any such registration, qualification amendments or compliancesupplements thereto, or based on any blue sky filings made in any jurisdiction, (ii) the omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, (iii) any violation or any alleged violation by the Company of the Securities Act 1933 Act, the Exchange Act, or any state securities law or in either case, any rule or regulation thereunder applicable to promulgated under the 1933 Act, the Exchange Act or any state securities law, and in each case, the Company and relating to action or inaction required of shall reimburse the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without registration by the consent of the Company (which consent will not be unreasonably withheld)Holder or any other officer, director or controlling person thereof.

Company Indemnity. The In consideration of each Buyer’s execution and delivery of this Agreement and the other Transaction Documents to be executed by such Buyer and acquiring the Securities hereunder and thereunder and in addition to all of the Company’s and the Subsidiaries’ other obligations under the Transaction Documents, the Company will shall defend, protect, indemnify and hold harmless such Buyer and each Holderother holder of the Securities and all of their stockholders, each of its partners, officers, directors, agents members, managers, employees and partners, direct or indirect investors and each person controlling each any of the foregoing, within foregoing Persons’ agents or other representatives (including those retained in connection with the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and each underwriteragainst any and all actions, if anycauses of action, and each person who controlssuits, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages costs, penalties, fees, liabilities and liabilities damages, and expenses in connection therewith (irrespective of whether any such Indemnitees is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitees as a result of, or actions arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company or any of its Subsidiaries in respect thereofany of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company or any of its Subsidiaries contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitees and arising out of or based on resulting from the execution, delivery, performance or enforcement of the Transaction Documents in accordance with the terms thereof or any untrue statement other certificate, instrument or document contemplated hereby or thereby in accordance with the terms thereof (other than a cause of action, suit or alleged untrue statementclaim brought or made against an Indemnitee by such Indemnitee’s owners, investors or Affiliates), (d) any other transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or complianceissuance of the Securities, or based on any omission (e) the status of such Buyer or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light holder of the circumstances under which they were made, or any violation Securities as an investor in the Company. To the extent that the foregoing undertaking by the Company of may be unenforceable for any reason, the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable Company shall make the maximum contribution to the Company payment and relating to action or inaction required satisfaction of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided Indemnified Liabilities that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)permissible under applicable law.

Company Indemnity. The Company will indemnify and hold harmless each HolderAffiliated Lender, each of its officerspartners, members, directors, agents officers and partners, its affiliates and each person, if any, who controls such person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect Act, against any losses, claims, damages or liabilities, joint or several, to which registrationthey may become subject, qualification under the Act or compliance has been effected pursuant to this Agreementotherwise, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any Registration Statement, any prospectus, offering circular or other document (including any amendment or supplement thereto, or any related registration statement, notification or the like) incident to any such registration, qualification or compliancepreliminary prospectus, or arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in light of the circumstances under which they were made, or in the case of any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or complianceprospectus) not misleading, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, foregoing for any out of pocket legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or actionaction as such expenses are incurred, provided provided, however, that the Company will not be liable in any such case to a Holder to the extent that any such loss, claim, loss, damage, damage or liability or expense arises out of or is based (i) on any upon an untrue statement or alleged untrue statement in or omission based or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by a Holder any underwriter, any Dealer or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectusby Uniserv specifically for use therein, as amended provided hereunder, in any underwriting agreement or supplemented any registration rights agreement or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity similar agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of entered into between the Company (which consent will not be unreasonably withheld)and Uniserv.

Company Indemnity. The Company will and the Issuer (the “Indemnifying Parties”) shall indemnify and hold harmless each HolderBackstop Party and its Affiliates, each of its officersequity holders, directorsmembers, agents and partners, general partners, managers and each person its and their respective representatives and controlling each persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Commitments, the Rights Offering, the payment of the Backstop Commitment Premium or the use of the proceeds of the Rights Offering, the Transaction Expenses or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, within regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the meaning of Section 15 of Company, the Securities Act and the rules and regulations thereunder with respect to which registrationIssuer, qualification their equity holders, Affiliates, creditors or compliance has been effected pursuant to this Agreementany other Person, and reimburse each underwriter, if any, Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney-client and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereofwork product privileges) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular out-of-pocket legal or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other third party expenses reasonably incurred in connection with investigating and defending investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any such claimlawsuit, lossinvestigation, damageclaim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), liability irrespective of whether or action, not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided that the Company foregoing indemnity will not be liable in not, as to any Indemnified Person, apply to Losses (i) as to any Defaulting Commitment Party or any Indemnified Person related thereto, caused by such case to a Holder default by such Commitment Party or (ii) to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company they are found by a Holder or the underwriter (if any) thereforefinal, (ii) the failure non-appealable judgment of a Holder court of competent jurisdiction to deliver at arise from the bad faith, willful misconduct or prior to the written confirmation gross negligence of salesuch Indemnified Person or any of its Affiliates, the most recent prospectusequity holders, as amended members, partners, general partners, managers, or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)their respective representatives and controlling persons.

Company Indemnity. The Without limitation of any other indemnity provided to the Holder, to the extent permitted by law, the Company will shall indemnify and hold harmless each the Holder, each of its affiliates, officers, directors, agents directors and partners, any underwriter (as defined in the 1000 Xxx) for the Holder, and each person controlling each of person, if any, who controls the foregoing, Holder or underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect “Exchange Act”), against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any alleged untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (such registration statement including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any alleged omission (or alleged omission) to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Securities Act 1933 Act, the Exchange Act, or any state securities law or in either case, any rule or regulation thereunder applicable to promulgated under the 1933 Act, the Exchange Act or any state securities law, and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to the Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The Without limitation of any other indemnity provided to the Holder, to the extent permitted by law, the Company will shall indemnify and hold harmless each the Holder, each of its affiliates, officers, directors, agents directors and partners, any underwriter (as defined in the 1000 Xxx) for the Holder, and each person controlling each of person, if any, who controls the foregoing, Holder or underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any alleged untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (such registration statement including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any alleged omission (or alleged omission) to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Securities Act 1933 Act, the Exchange Act, or any state securities law or in either case, any rule or regulation thereunder applicable to promulgated under the 1933 Act, the Exchange Act or any state securities law, and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to the Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The Company will indemnify and hold harmless each Holderthe Holders, each of its their officers, directors, agents directors and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, a Holder within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document (including any related registration statementamendment or supplement thereto or document incorporated by reference therein) relating to the Registrable Securities, notification or the like) incident to any such registration, qualification or compliance, arising out of or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or arising out of or based on any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder thereunder, applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliancethe Registrable Securities, and will reimburse each Holderthe Holders, each of its their officers, directors, agents directors and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriterHolder, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission (or alleged untrue statement or omission) based upon written information furnished to the Company by a such Holder or the underwriter (if any) therefore, (ii) the failure of a Holder and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (a) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (i) To the maximum extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents shareholders and partnerslegal counsel, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Securities Act applicable securities laws, or any state securities law or in either case, any rule or regulation thereunder promulgated under applicable to the securities laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents agents, shareholders, members and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act Act, any applicable Canadian securities laws or any state securities law or in either caseor, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents agents, shareholders, members and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any reasonable documented legal fees and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) therefore, therefor and stated to be specifically for use therein or (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementsupplemented. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Without limitation of any other indemnity provided to any Holder, either in connection with the Securities Purchase Agreement or otherwise, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, each of its the affiliates, officers, directors, agents employees, agents, counsel, representatives, and partnerspartners of each Holder, any underwriter (as defined in the 0000 Xxx) for such Holder, and each person controlling each of the foregoingperson, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect “Exchange Act”), against any losses, claims, damages or, liabilities (joint or several) or expenses to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any alleged untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (a Registration Statement including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any alleged omission (or alleged omission) to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, (iii) any violation or any alleged violation by the Company of the Securities 1933 Act, the Exchange Act, or (iv) any state securities law or any rule or regulation promulgated under the 1933 Act, the Exchange Act or any state securities law or in either caselaw, any rule or regulation thereunder applicable to and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer, agents and partnersdirector, and each employee, agent, counsel, representative or partner, underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a violation which occurs solely in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The (i) To the maximum extent permitted by Law, the Company will fully indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents Shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each the Holder, each of ----------------- its officers, directors, agents directors and partners, and each person controlling each of the foregoing, Holder within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Registration Rights Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each the Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingsuch 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 and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages damages, expenses (including the costs of enforcing this provision) and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, ; provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (i1) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) thereforetherefor and stated to be specifically for use therein or (2) any untrue statement or omission contained in any prospectus, (ii) offering circular or other document if the failure of Company shall have delivered to the Holder a revised prospectus, offering circular or other document in which the Company shall have corrected such untrue statement or omission and the Holder shall have failed to deliver at or prior to the written confirmation of sale, the most recent such revised prospectus, as amended offering circular or supplemented or (iii) the failure of a Holder otherwise other document to comply with this Agreementany purchaser. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will indemnify and hold harmless each the Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingHolder, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, Warrant against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each the Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriterHolder, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a the Holder or the underwriter (if any) therefore, (ii) the failure of a Holder and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a10.4(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Without limitation of any other indemnity provided to the Holders, to the fullest extent permitted by law, the Company will indemnify shall indemnify, defend and hold harmless each Holder, each of its the affiliates, counsel, officers, directorsdirectors and partners of each such Holder, agents and partnersany underwriter (as defined in the Act) for each such Holder, and each person controlling person, if any, who controls each of the foregoing, such Holder or underwriter (within the meaning of Section 15 of the Act or the Securities Exchange Act and of 1934, as amended (the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter“Exchange Act”), against all any losses, claims, lossesdamages, damages and liabilities (joint or actions in respect thereofseveral) arising or expenses that arise out of or are based on upon any of the following statements, omissions or violations (collectively, “Violations”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectusRegistration Statement, offering circular or other document (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated in any Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or in either case, any rule or regulation thereunder applicable to promulgated under the Act, the Exchange Act or any state securities law. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent (but only to the extent) that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The Without limitation of any other indemnity provided to any Holder, either in connection with the Offering or otherwise, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, each of its the affiliates, officers, directorsdirectors and partner of each holder, agents and partnersany underwriter (as defined in the 0000 Xxx) for such Holder, and each person controlling each of the foregoingperson, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the Securities 1933 Act and or the rules and regulations thereunder with respect Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement (or alleged untrue statement) of a statement f material fact contained in any prospectus, offering circular or other document (such registration statement including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, (iii) any violation or any alleges violation by the Company of the Securities 1933 Act, the Exchange Act, or (iv) any state securities law or any rule or regulation promulgated under the 1933 Act, the Exchange Act or any state securities law or in either caselaw, any rule or regulation thereunder applicable to and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any reasonable legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of provided, however, that the Company (which consent will shall not be unreasonably withheld)liable to any Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for the use in connection with such registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The (i) To the extent permitted by applicable law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s officers, directors, agents and partnersshareholders, stockholders, limited partner, general partner, legal counsel, and each person controlling each of the foregoing, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) for such Holder and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunderAct) such Holder or underwriter against any losses, any underwriter, against all claims, damages or liabilities (joint or several) to which they may become subject under Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectusthe applicable Registration Statement, offering circular or other document (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each person underwriter or controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, Person for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Without limitation of any other indemnity provided to any Holder, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, each of its the affiliates, officers, directorsdirectors and partners of each Holder, agents and partnersany underwriter (as defined in the 1933 Act) for such Holder, and each person controlling each of the foregoingperson, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the 1933 Actor the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of are based upon any of the following statements, omissions or based on any violations (collectively a "Violation"): - Any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectus, offering circular or other document (such registration statements including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or the like) incident to any such registration, qualification or compliance, or based on any - The omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, - Any violation or any alleged violation by the Company of the Securities 1933 Act, the Exchange Act, or - Any state securities law or any rule or regulation promulgated under the 1933 Act, the Exchange Act or any state securities law or in either caselaw, any rule or regulation thereunder applicable to and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The (a) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, who Controls (as defined in the Securities Act) such Holder, against any losses, claims, damages or Liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and each person who controls, within the meaning of Section 15 relate to action or inaction required of the Securities Act and the rules and regulations thereunderCompany in connection with any Registration, any underwriterqualification, against all or compliance, insofar as such losses, claims, lossesdamages, damages and liabilities or Liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, partner, officer, director, shareholder, member, legal counsel, underwriter and each or Controlling person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability Liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (a) To the extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, who controls (as defined in the Securities Act) such Holder or underwriter (each, a “Company Indemnified Party”) against any losses, claims, damages or liabilities (joint or several) to which they may become subject (except for any such losses, claims, damages or liabilities arising from or related to any negligence, wilful misconduct or fraud by any Company Indemnified Party) under Laws which are applicable to the Company and each person who controls, within the meaning of Section 15 relate to action or inaction required of the Securities Act and the rules and regulations thereunderCompany in connection with any Registration, any underwriterqualification, against all or compliance, insofar as such losses, claims, lossesdamages, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each person underwriter or controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, Person for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Without limitation of any other indemnity provided to any Holder, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, the beneficiaries, heirs, successors and assigns of each of its officersHolder, directors, agents and partnersany underwriter (as defined in the 0000 Xxx) for such Holder, and each person controlling each of the foregoingperson, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect "Exchange Act")), against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any alleged untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (such registration statement including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any alleged omission (or alleged omission) to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Securities Act 1933 Act, the Exchange Act, or any state securities law or in either case, any rule or regulation thereunder applicable to promulgated under the 1933 Act, the Exchange Act or any state securities law, and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersbeneficiary, directorsheir, agents and partnerssuccessor, and each or assign, underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The Without limitation of any other indemnity provided to any Holder, either in connection with the Offering or otherwise, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, each of its the affiliates, officers, directorsdirectors and partners of each Holder, agents and partnersany underwriter (as defined in the 1933 Act) for such Holder, and each person controlling each of the foregoingperson, if any, who controls xxxx Xxxder or underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any alleged untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (such registration statement including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any alleged omission (or alleged omission) to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were madetherein, (iii) any violation or any alleged violation by the Company of the Securities 1933 Act, the Exchange Act, or (iv) any state securities law or any rule or regulation promulgated under the 1933 Act, the Exchange Act or any state securities law or in either caselaw, any rule or regulation thereunder applicable to and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The (i) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s officers, directors, agents shareholders, legal counsel and partnersaccountants, any underwriter (as defined in the Securities Act) for such Holder and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, who controls (as defined in the Securities Act) such Holder or underwriter against any losses, claims, damages or liabilities (joint or several) to which they may become subject under laws which are applicable to the Company and each person who controls, within the meaning of Section 15 relate to action or inaction required of the Securities Act and the rules and regulations thereunderCompany in connection with any Registration, any underwriterqualification or compliance, against all insofar as such losses, claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document (including any related registration statement, notification preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, including any 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 not misleading in light of the circumstances under which they were made, misleading; or (iii) any violation or alleged violation by the Company of the Securities Act Act, or any state securities law or in either case, any rule or regulation thereunder applicable to promulgated under the Securities Act The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Without limitation of any other indemnity provided to any Holder, either in connection with the Offering or otherwise, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, each of its the affiliates, officers, directorsdirectors and partners of each Holder, agents and partnersany underwriter (as defined in the 0000 Xxx) for such Holder, and each person controlling each of the foregoingperson, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the 1933 Act or the Securities Exchange Act and of 1934 (the rules and regulations thereunder with respect "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the 1933 Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any alleged untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (such registration statement including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any alleged omission (or alleged omission) to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were madetherein, (iii) any violation or any alleged violation by the Company of the Securities 1933 Act, the Exchange Act, or (iv) any state securities law or any rule or regulation promulgated under the 1933 Act, the Exchange Act or any state securities law or in either caselaw, any rule or regulation thereunder applicable to and the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectusfinal prospectus (as amended or supplemented if the Company files any amendment or supplement thereto with the SEC), offering circular Registration Statement filed pursuant to this Agreement or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, post-effective amendment thereof or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any reasonable legal fees of a single counsel and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) thereforetherefor and stated to be specifically for use therein, (ii) the any failure of a by any Holder to deliver at comply with prospectus delivery requirements or prior the Securities Act or Exchange Act or any other law or legal requirement applicable to them or any covenant or agreement contained in the written confirmation of sale, the most recent prospectus, as amended Purchase Agreement or supplemented this Agreement or (iii) an offer of sale of Conversion Shares occurring during a period in which sales under the failure of a Holder otherwise to comply with Registration Statement are suspended as permitted by this Agreement. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingHolder, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were mademisleading, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents directors and partners, and each person controlling each of the foregoingsuch 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 and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a such Holder or the underwriter (if any) therefore, (ii) the failure of a Holder therefor and stated to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreementbe specifically for use therein. The indemnity agreement contained in this Section 5.6(a4.4(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The Without limitation of any other indemnity provided to any Holder, either in connection with the Offering or otherwise, to the extent permitted by law, the Company will shall indemnify and hold harmless each Holder, each of its the affiliates, officers, directorsdirectors and partners of each Holder, agents and partnersany underwriter (as defined in the Act) for such Holder, and each person controlling each of the foregoingperson, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the Act or the Securities Exchange Act and the rules and regulations thereunder with respect of 1934 ("Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which registrationthey may become subject under the Act, qualification the Exchange Act or compliance has been effected pursuant to this Agreementother federal or state law, and each underwriterinsofar as such losses, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statements, offering circular or other document (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading therein, in light of the circumstances under which they were made, not misleading, (iii) any violation or any alleged violation by the Company of the Securities Act or the Exchange Act, or (iv) any state securities law or any rule or regulation promulgated under the Act, the Exchange Act or any state securities law or in either case, any rule or regulation thereunder applicable to the law. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will shall reimburse each such Holder, each of its officersaffiliate, directorsofficer or director or partner, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such loss, claim, loss, damage, liability or action; provided, provided however, that the Company will shall not be liable to any Holder in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of for any such loss, claim, damage, liability or action if to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)registration by any such Holder or any other officer, director or controlling person thereof.

Company Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).. [*] Redacted for Confidential Treatment

Company Indemnity. The (a) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents shareholders and partnerslegal counsel, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (ii) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (iii) any violation or alleged violation by the Company of the Securities Act applicable securities Laws, or any state securities law or in either case, any rule or regulation thereunder promulgated under applicable to the securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each underwriter or controlling person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without to the consent of the Company (which consent will not be unreasonably withheld)fullest extent permitted by applicable law.

Company Indemnity. The (a) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, who Controls (as defined in the Securities Act) such Holder, against any losses, claims, damages or Liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and each person who controls, within the meaning of Section 15 relate to action or inaction required of the Securities Act and the rules and regulations thereunderCompany in connection with any Registration, any underwriterqualification, against all or compliance, insofar as such losses, claims, lossesdamages, damages and liabilities or Liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the promulgated under Applicable Securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registrationwill reimburse, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoingas incurred, each such Holder, underwriter and each or Controlling person who controls any such underwriter, for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability Liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The Company will indemnify and hold harmless each HolderPurchaser, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectusTime of Sale Information, offering circular final prospectus (as amended or other document (including supplemented if the Company files any related registration statementamendment or supplement thereto with the SEC), notification Registration Statement filed pursuant to this Agreement or the like) incident to any such registration, qualification or compliance, post-effective amendment thereof or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each HolderPurchaser, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any reasonable legal fees of a single counsel and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder Purchaser to the extent that any such claim, loss, damage, liability or expense arises out of or is based on (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder such Purchaser or the underwriter (if any) thereforetherefor and stated to be specifically for use therein, (ii) any failure by any Purchaser to comply with prospectus delivery requirements of the Securities Act (other than a failure resulting from an act or omission on the part of a Holder the Company) or any other law or legal requirement applicable to deliver at them or prior to any covenant or agreement contained in the written confirmation of sale, the most recent prospectus, as amended Purchase Agreement or supplemented this Agreement or (iii) the failure an offer or sale of Registrable Securities or Demand Registrable Securities occurring during a Holder otherwise to comply with period in which sales under a Registration Statement are suspended as permitted by this Agreement; provided that notice has been properly provided to the Purchaser. The indemnity agreement contained in this Section 5.6(a6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

Company Indemnity. The (i) To the maximum extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its such Holder’s partners, officers, directors, agents shareholders and partnerslegal counsel, any underwriter (as defined in the Securities Act) and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Securities Act applicable securities Laws, or any state securities law or in either case, any rule or regulation thereunder promulgated under applicable to the securities Laws. The Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, agents and partners, and each person underwriter or controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, Person for any legal and any or other expenses reasonably incurred by them in connection with investigating and or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.

Company Indemnity. The (i) In the event of a Registration under this Agreement, to the maximum extent permitted by Law, the Company will indemnify and hold harmless each selling Holder, each of its such Holder’s partners, officers, employees, directors, agents and partnersshareholders, members, and each person controlling each of the foregoinglegal counsel, within the meaning of Section 15 of any underwriter (as defined in the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, Act) and each underwriterPerson, if any, and each person who controls, within the meaning of Section 15 of controls (as defined in the Securities Act and the rules and regulations thereunder, any Act) such Holder or underwriter, against all any losses, claims, damages or liabilities (joint or several) to which such Person may become subject, insofar as such losses, damages and claims, damages, or liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any prospectussuch Registration Statement, offering circular or other document on the effective date thereof (including any related registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), notification or (b) the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) omission to state in the Registration Statement, on the effective date thereof (including any 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 not misleading in light of the circumstances under which they were mademisleading, or (c) any violation or alleged violation by the Company of the Applicable Securities Act Laws, or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, promulgated under Applicable Securities Laws; provided that the Company will not be liable in any such case to a Holder if and to the extent that any such loss, claim, loss, damage, damage or liability or expense arises out of or is based (i) on any upon an untrue statement or alleged untrue statement or omission based upon written or alleged omission so made in conformity with information furnished to the by such Person in writing specifically for use in such Registration Statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto). The Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectuswill reimburse, as amended incurred, each such Person for any legal or supplemented other expenses reasonably incurred by such Person in connection with investigating or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of defending any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld)action.