Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. The Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and Agents and each Person who controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. The In the event of any registration of any of its securities under the Securities Act pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless each holder Holder requesting or joining in a registration of Registrable Securitiessuch securities, each of its officers, directorsdirectors and partners and such Holder's legal counsel and accountants, employees and Agents each underwriter (as defined in the Securities Act) and each Person who controls such holder controlling person of each of the foregoing, if any, (within the meaning of either Section 15 the Securities Act) against any losses, claims, damages or liabilities, joint or several (or actions in respect thereof), including any of the foregoing incurred in the settlement of any litigation, commenced or threatened, to which any of them may be subject under the Securities Act or Section 20 of the Exchange Act (each any other statute or at common law, insofar as such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) arising arise out of or are based upon (A) any untrue statement (or alleged untrue statement statement) of a any material fact contained in any offering circular or Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus or Prospectusfinal prospectus contained therein, or any summary prospectus issued in connection with any securities being registered, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of any other document, or based upon (B) 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, except insofar as such lossesor (C) any violation by the Company of the Securities Act or any Blue Sky law or any other statute or common law, claimsor any rule or regulation promulgated under the Securities Act or any Blue Sky law or any other law, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing applicable to the Company in connection with any such registration, qualification or compliance, and shall reimburse each such person entitled to indemnification under this subsection (a) for any legal or other expenses reasonably incurred by such person in connection with investigating or on behalf of defending any such holder expressly for use thereinloss, claim, damage, liability or action; provided, however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made in any such offering circular, Registration Statement or Prospectus or Statement, preliminary prospectus, if such untrue statement summary prospectus, prospectus, or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement thereto, or any other document, in reliance upon and in conformity with written information furnished to the Company by such Registration Statement or Prospectus or preliminary prospectus person, specifically for use therein. The indemnity provided for herein shall remain in full force and if, having previously been furnished effect regardless of any investigation made by or on behalf of the Company with copies person seeking indemnification and shall survive transfer of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver securities by such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesHolder.

Indemnification by Company. The In the event the Company agrees effects any registration under the Securities Act of any Registrable Securities pursuant to indemnify Section 1 above, the Company shall indemnify, to the extent permitted by law, and hold harmless each holder the Holder, any underwriter, any officer, director, employee or agent of Registrable Securitiesthe Holder or underwriter, its officers, directors, employees and Agents and each Person other person, if any, who controls such holder the Holder or underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Act, against all any losses, claims, damagesdamages or liabilities, liabilities judgment, fines, penalties, costs and expenses expenses, joint or several, or actions in respect thereof (including reasonable costs of investigation and legal expenses) arising collectively, the "Claims"), to which each such indemnified party becomes subject, under the Securities Act or otherwise, insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement the registration statement or Prospectus, in prospectus or any amendment or supplement thereto or in any preliminary prospectusdocument filed under a state securities or blue sky law (collectively, the "Registration Documents") or arising insofar as such Claims arise out of or are based upon any the omission or alleged omission to state therein in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon and will reimburse any such untrue statement indemnified party for any legal or omission other expenses reasonably incurred by such indemnified party in investigating or allegation thereof based upon information furnished in writing to the Company by or on behalf of defending any such holder expressly for use thereinClaim; provided, however, provided that the Company shall not be liable in any such case to a particular indemnified party to the extent that any such loss, claim, damage, liability or expense arises out of or Claim is based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected Document in an amendment or supplement reliance upon and in conformity with written information furnished to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished the Company by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating indemnified party specifically for use in the distribution, their officers and directors and each Person who controls preparation of such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesRegistration Document.

Indemnification by Company. The By countersigning this Agreement the Company and each other Credit Party agrees to indemnify upon demand the Collateral Agent and hold harmless each holder of Registrable Securities, its officersAffiliates, directors, employees officers, employees, counsel, agents and Agents and each Person who controls such holder within attorneys-in-fact (collectively the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"“Agent-Related Persons”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses and expenses disbursements, including attorneys’ fees and disbursements (including reasonable allocated costs of investigation and legal expensesin-house counsel) arising out of any kind or based upon nature whatsoever which may at any untrue statement time be imposed on, incurred by or alleged untrue statement of a material fact contained asserted against any such Agent-Related Person in any Registration Statement or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, way relating to or arising out of or based upon in connection with (a) the execution, delivery, enforcement, performance or administration of this Agreement, any omission Collateral Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby or the consummation of the transactions contemplated hereby or thereby, (b) any Secured Obligation or the use or proposed use of the proceeds therefrom, (c) any actual or alleged omission to state therein a material fact required to be stated therein presence or necessary to make release of Hazardous Materials on or from any property currently or formerly owned or operated by the statements therein not misleadingCompany, except insofar as such lossesany of its direct or indirect subsidiaries or any other Credit Party, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished Environmental Liability related in writing any way to the Company by Company, any of its direct or on behalf of such holder expressly for use therein; providedindirect subsidiaries or any other Credit Party, however, that the Company shall not be liable in or (d) any such case to the extent that any such loss, actual or prospective claim, damagelitigation, liability investigation or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in proceeding relating to any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of the Prospectus any pending or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, threatened claim, damageinvestigation, liability litigation or expense who purchased such Registrable Security which proceeding) and regardless of whether any Agent-Related Person is a party thereto (all the subject thereof from such holder. The indemnity will be foregoing, collectively, the “Indemnified Liabilities”), in addition to any liability which the Company may otherwise have. The Company will also indemnify underwritersall cases, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act whether or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.not

Indemnification by Company. The Company agrees to indemnify and hold harmless each holder the Representative and the other Members of Registrable Securities, its officers, directors, employees and Agents the Underwriting Group (for the purposes of this Section 6 collectively the "Underwriters") and each Person officer, director, employee, representative, agent, surety, guarantor, and each person who controls such holder each of the Underwriters within the meaning of either Section 15 of the Securities Act against any and all losses, claims, damages or Section 20 liabilities, joint or several, to which they or any of them may become subject under the Exchange Act Act, any other statute, at common law, NASD requirements or otherwise and to reimburse the persons indemnified above for any legal or other expenses (each such person being sometimes including the cost of any investigation and preparation) incurred by them in connection with any litigation, arbitration or any other proceeding (hereinafter referred to as an "Indemnified Holder") from and against all litigation" in this Section 6), whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising litigation arise out of or are based upon this Agreement or any matter relating to the offer or sale of the Units, including, but not limited to, any violation of any registration requirements, any improper use of sales literature or any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or Prospectus, in any amendment or supplement thereto or any application or other document filed in any preliminary prospectusorder to qualify the Units under the securities laws of the states where filings were made, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of the Prospectus or such amendment or supplement; provided, however, that the indemnity agreement contained in this Section 6.1 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to the Underwriters or any other person indemnified as provided above in respect of any such losses, claims, damages, liabilities or expenses arises actions arising out of or are based upon any such untrue statements or alleged untrue statement, or any such omission or alleged omission, if such statement or omission or allegation thereof based was made in reliance upon information peculiarly within the knowledge of the Underwriters and furnished in writing to the Company by or on behalf of such holder expressly the Underwriters specifically for use therein; provided, however, that in connection with the Company shall not be liable in preparation of the Registration Statement and Prospectus or any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which thereto. This indemnity agreement is the subject thereof from such holder. The indemnity will be in addition to any other liability which the Company may otherwise havehave to the Underwriters or any other person indemnified as provided above. The Underwriters or any other person indemnified as provided above agree within twenty days after the receipt by them of written notice of the commencement of any action against them in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this Section 6.1 to notify the Company in writing of the commencement thereof. The failure of the Underwriters or any other person indemnified as provided above so to notify the Company of any such action shall relieve the Company from any liability which it may have to such person on account of the indemnity agreement contained in this Section 6.1, but shall not relieve the Company from any other liability which it may have to the Underwriters or any person identified above. In case any such action shall be brought against the Underwriters or any other person indemnified as provided above and the Underwriters shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the Underwriters or any other person indemnified as provided above, defendant or defendants in such litigation. The Company will also indemnify underwritersagrees to notify the Underwriters promptly of commencement of any litigation against it or any of its officers or directors, selling brokersof which it may be advised, dealer managers in connection with the issue and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning sale of Section 15 any of the Securities Act Units or Section 20 of the Exchange Act) any securities included therein and to furnish to the same extent as provided above with respect Underwriters, at their request, copies of all pleadings therein and permit the Underwriters to be observers therein and apprise the indemnification Underwriters of all developments therein, all at the Indemnified Holders of Registrable SecuritiesCompany's expense.

Indemnification by Company. The Company agrees shall indemnify the Holder(s) of the Registrable Securities to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and Agents be sold pursuant to any registration statement hereunder and each Person person, if any, who controls such holder Holder(s) within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and each underwriter (within the meaning of the Act) of such Registrable Securities and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act (each Act) such person being sometimes hereinafter referred to as an "Indemnified Holder") from and underwriter, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any or all of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statement such registration statement or Prospectus, in an preliminary or final prospectus constituting a part thereof or any amendment or supplement thereto (collectively, the "Offering Documents"), or (B) in any preliminary prospectus, blue sky application or arising out of other document executed by the Company specifically for blue sky purposes or based upon any other written information furnished by the Company or on its behalf to any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application"), or (ii) the omission or alleged omission by the Company to state therein in the Offering Documents or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; and will reimburse the Holder(s), except insofar as each underwriter and each such losses, claims, damages, liabilities controlling person for any legal or other expenses arises out reasonably incurred by each of them in connection with investigating or are based upon defending any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinaction; provided, however, that the Company shall will not be liable in any such case to any one of the Holder(s) to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Holder for use in the preparation of the Offering Documents or any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesBlue Sky Application.

Indemnification by Company. The Company agrees shall indemnify the Holders of the Shares to indemnify be sold pursuant to any registration statement hereunder, the officers and hold harmless directors of each holder of Registrable Securities, its officers, directors, employees and Agents Holder and each Person person, if any, who controls such holder Holders within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any state securities law or regulation, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever incurred by the indemnified party in any action or proceeding between the indemnitor and indemnified party or between the indemnified party and any third party or otherwise) to which any of them may become subject under the Securities Act, the Exchange Act (each or any other statute or at common law or otherwise under the laws of foreign countries, arising from such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of registration statement or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, in any amendment or supplement thereto or in (i) any preliminary prospectus, the registration statement or arising out of prospectus (as from time to time each may be amended and supplemented); (ii) any post-effective amendment or amendments or any new registration statement and prospectus in which is included the Shares; or (iii) any application or other document or written communication (collectively called "application") executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Securities and Exchange Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as unless such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon is made in reliance upon, and in conformity with, written information furnished in writing to the Company by or on behalf of and with respect to such holder registered Holders ("Purchaser Information") expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue the registration statement or alleged untrue statementprospectus, omission or alleged omission is completely corrected in an any amendment or supplement to such Registration Statement thereof, or Prospectus in any application, as the case may be, or preliminary prospectus and if, having previously been furnished by or on behalf of unless the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails indemnities failed to deliver such Prospectus or preliminary a final prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise havematerial misstatement or omission was corrected. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls agrees promptly to notify such Persons (within the meaning of Section 15 Investors of the Securities Act commencement of any litigation or Section 20 proceedings against the Company or any of its officers, directors or controlling persons in connection with the issue and sale or resale of the Exchange Act) to Shares or in connection with the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesregistration statement or prospectus.

Indemnification by Company. The In connection with the AUGI Registration pursuant to this Agreement and SECTIONS 3(P) and 3(Q) of the Subscription Agreements, the Company agrees to will indemnify and hold harmless harmless, to the full extent permitted by law, each holder of Holder whose Registrable SecuritiesSecurities are included in the AUGI Registration, its directors and officers, general partners, limited partners and managing directors, employees and Agents each other Person who participates as an underwriter in the offering or sale of such securities and each Person other Person, if any, who controls controls, is controlled by or is under common control with any such holder Holder or any such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 (and directors, officers, controlling Persons, partners and managing directors, counsel, and accountants of any of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"foregoing) from against any and against all losses, claims, damagesdamages or liabilities, liabilities joint or several, and expenses (including (a) reasonable costs fees and expenses of investigation attorneys incurred by them in connection with investigating or defending such loss, claim, liability, action or proceeding and legal expenses(b) arising any amounts paid in any settlement effected with the Company's consent, which consent will not be unreasonably withheld) to which any such Holder, any such director or officer or general or limited partner or managing director or any such underwriter or controlling Person, counsel or accountants may become subject under the Securities Act, United States state securities "blue sky" laws, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement or Prospectuscontained, on the effective date thereof, in the AUGI Registration under which such securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon (B) 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, except insofar as such lossesor (C) any violation or alleged violation by the Company of any United States federal, claims, damages, liabilities state or expenses arises out common law rule or regulation applicable to Company and relating to action required of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished inaction by Company in writing to connection with the Company by or on behalf of such holder expressly for use thereinAUGI Registration; providedPROVIDED, howeverHOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such AUGI Registration or amendment or supplement thereto or in any such Registration Statement preliminary, final or Prospectus summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by any Holder in its capacity as a shareholder in the Company or any such director, officer, general or limited partner, managing director, underwriter or controlling Person or their respective counsel or accountants specifically stating that it is for use in the preparation thereof; and, PROVIDED, FURTHER, that the Company shall not be liable to any Holder, any Person who participates as an underwriter in the offering or sale of Registrable Securities, if any, or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, or their respective counsel or accountants pursuant to this SECTION 2(D)(I) with respect to any preliminary prospectus or the final prospectus or the final prospectus as amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of such Holder, underwriter or controlling or other Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if the Company has previously furnished copies thereof to such underwriter and such final prospectus, if as then amended or supplemented, had corrected any such untrue statement misstatement or alleged untrue statement, omission or alleged omission is completely corrected omission. The indemnity provided for herein shall remain in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus full force and if, having previously been furnished effect regardless of any investigation made by or on behalf of any Holder or any such director, officer, general partner, limited partner, managing director, underwriter or controlling Person or their respective counsel or accountants and shall survive the Company with copies transfer of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver securities by such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesHolder.

Indemnification by Company. The Company and the Trust, jointly and severally, agrees to indemnify and hold harmless each holder of Registrable Securitiesthe Manager, its the directors, officers, directors, employees and Agents agents of the Manager and each Person person who controls such holder the Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from against any and against all losses, claims, damagesdamages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement for the registration of the Shares as originally filed or Prospectus, in any amendment thereof, or supplement thereto in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any preliminary prospectusamendment thereof or supplement thereto, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or result from or relate to any breach of any of the representations, except insofar as warranties, covenants or agreements made by the Company and the Trust in this Agreement, and agrees to reimburse each such losses, claims, damages, liabilities indemnified party for any legal or other expenses arises out of reasonably incurred by them in connection with investigating or are based upon defending any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinaction; provided, however, that the Company shall and the Trust will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.out

Indemnification by Company. The Company agrees agree to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and Agents the Underwriter and each Person person who controls such holder the Underwriter within the meaning of either Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or Section 20 any other statute or at common law and to reimburse persons indemnified as above for any legal or other expenses (including the cost of the Exchange Act (each any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising litigation arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or Prospectus, in any amendment or supplement thereto or any application or other document filed in any preliminary prospectusorder to qualify the Stock under the blue sky or securities law of the states where the filings were made, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as amended or supplemented), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this subsection 6.01. shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to any Underwriter or any person controlling any Underwriter in respect of such losses, claims, damages, liabilities or expenses arises actions arising out of or are based upon any such untrue statements or made in reliance upon information within the knowledge of the Underwriter and furnished to the Company by the Underwriter for use in connection with the preparation of the Registration Statement and the Prospectus or any such amendment or supplement thereto. Furthermore, in the event the Company fails to provide all funds properly requested by the Underwriter pursuant to this Agreement in a timely manner as determined by the Underwriter in its sole reasonable discretion, the Company agrees to indemnify and hold harmless the Underwriter and each person who controls the Underwriter within the meaning of Section 15 of the Act against any and all claims arising out of this Agreement, any breach of this Agreement by the Company or failure by the Company to perform any authorized act under this Agreement, subject to the indemnity restrictions contained in this Section 6.01., whether such claims are originated by the Company, its officers, agents or assigns or by any other third party. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the Underwriter. The Underwriter agrees that within ten days after the receipt by the Underwriter of written notice of the commencement of any action against them or against any person controlling them as aforesaid, in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this subsection 6.01. to notify the Company in writing of the commencement thereof. The failure of the Underwriter so to notify the Company of any such action shall relieve the Company from any liability which it may have to the Underwriter or any person controlling the Underwriter as aforesaid on account of the indemnity agreement contained in this subsection 6.01., but shall not relieve the Company from any other liability which it may have to the Underwriter or such controlling person. In case any such action shall be brought against the Underwriter or any such controlling person and the Underwriter shall notify the Company of the Commencement thereof, the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the Underwriter or such controlling person or persons, defendant or defendants in such litigation. The Company agrees to notify the Underwriter promptly of commencement of any litigation or proceedings against it or any of its officers or directors, of which it may be advised, in connection with the issue and sale of any of its securities and to furnish to the Underwriter at its request copies of all pleadings therein and permit the Underwriter to be an observer therein and apprise the Underwriter of all developments therein, all at the Company's expense. Provided, however, that in no event shall the indemnification agreement contained in this subsection 6.01. inure to the benefit of any Underwriter (or any person controlling such Underwriter) on account of any losses, claims, damages, liabilities or actions arising from the sale of the Stock in this Offering to any person by such Underwriter if such losses, claims, damages, liabilities or actions arise out of, or are based upon, an untrue statement or omission or allegation thereof based upon information furnished alleged untrue statement or omission in writing to a Preliminary Prospectus and if the Company by Prospectus shall correct the untrue statement or on behalf omission or the alleged untrue statement or omission which is the basis of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out actionfor which indemnification is sought and a copy of the Prospectus had not been sent or is based upon an untrue statement given to such person at or alleged untrue statement or omission or alleged omission prior to the confirmation of such sale to him in any case where such Registration Statement or delivery is required by the Act, unless such failure to deliver the Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished was a result of non-compliance by or on behalf of the Company with copies of Sections 4.02. and 4.03. hereof. Provided, however, the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails Company's obligations to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will indemnify hereunder shall not be in addition applicable to any liability to which the Company may otherwise have. The Company will also indemnify underwritersUnderwriter is subject by reason of willful malfeasance, selling brokers, dealer managers and similar securities industry professionals participating bad faith or gross negligence in the distribution, their officers performance of its duties or by reason of willful disregard of its obligations and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) duties under this Agreement. Notwithstanding anything to the same extent as provided above with respect contrary in this subsection 6.01. of this Agreement, no Underwriter shall be indemnified by the Company against any liability by any such Underwriter to the indemnification of Company or its shareholders except in accordance with the Indemnified Holders of Registrable Securitiesguidelines set forth in Release No. IC-11330 issued by the SEC on September 2, 1980.

Indemnification by Company. The In the event of the filing of a registration statement with respect to the Warrant Shares pursuant to Section 9 hereof, the Company agrees to indemnify and hold harmless each the holder of Registrable Securities, its officers, directors, employees and Agents Warrant Shares and each Person person, if any, who controls such the holder of Warrant Shares within the meaning of either Section 15 the Act, against any and all loss, claim, damage or liability, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such holder of Warrant Shares may become subject, under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such loss, claim, damage, or liability (each such person being sometimes hereinafter referred to as an "Indemnified Holder"or action with respect thereto) from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Registration Statement or Preliminary Prospectus, in the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto thereto; or in any preliminary prospectus, or arising out of or based upon any (b) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, ; except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage, or liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any such Registration Statement or Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an any amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderthereto. The This indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. The In the event of any registration of -------------------------- any Registrable Securities under the Securities Act, the Company hereby agrees to indemnify indemnify, to the fullest extent permitted by law, and hold harmless each holder seller of the Registrable SecuritiesSecurities hereby, its officers, directors, employees and Agents employees, partners, agents, and each Person who controls such holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (and the rules and regulations promulgated thereunder) such holder or acts on behalf of such holder, and each such person being sometimes hereinafter referred to other Person who participates as an "Indemnified Holder") from and underwriter in the offering or sale of such Registrable Securities, against all losses, claims, damages, liabilities and expenses (including reasonable costs of attorneys fees) in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation and legal expenses) arising out of or inquiry, in each case caused by or based upon on any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement in which such Registrable securities are registered under the Securities Act, Prospectus or Prospectuspreliminary prospectus contained therein, in or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as and the Company will reimburse each such losses, claims, damages, liabilities indemnified person for any reasonable legal or any other expenses arises out reasonably incurred by them or any of them in connection with investigating or are based upon defending any such untrue statement claim (or omission action or allegation thereof based upon information furnished proceeding in writing to the Company by or on behalf of such holder expressly for use thereinrespect thereof); provided, however, that the Company shall not be liable in any such case to the -------- ---- extent that any such loss, claim, damage, liability or expense (i) same arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an any amendment or supplement thereto in reliance on and in conformity with written information furnished to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies by such holder of Registrable Securities specifically stating that it is for use in the preparation thereof, (ii) such holder or any underwriter or selling agents failed to deliver a copy of the Prospectus or preliminary prospectus as so amended any amendments or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security supplements thereto to the Person asserting such loss, claim, damage, liability liability, or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which if the Company may otherwise havehad furnished such holder with a reasonably sufficient number of copies of the same, or (iii) such holder has violated the provisions of Section 5.2 hereof. The In connection with an underwritten offering, the Company will also indemnify such underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the Indemnified Holders holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a holder or any such underwriter and shall survive the transfer of the Registrable Securities by a holder.

Indemnification by Company. The In the event of any registration of any Shares under the Securities Act pursuant to this Purchase Agreement, Company agrees to will indemnify and hold harmless harmless, to the fullest extent permitted by law, each holder of Registrable SecuritiesInvestor, its directors and officers, general partners, limited partners and managing directors, employees and Agents and each Person other Person, if any, who controls such holder Controls, is Controlled by or is under common Control with any Investor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from against any and against all losses, claims, damagesdamages or liabilities, liabilities joint or several, and expenses (including reasonable costs of investigation and legal expensesany amounts paid in any settlement effected with Company's consent, which consent will not be unreasonably withheld) arising to which any Investor, any such director or officer or general or limited partner or managing director or any such Controlling Person may become subject under the Securities Act, United States state securities "blue sky" laws, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material any Material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, in any preliminary, final or Prospectussummary prospectus contained therein, or in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon (B) any omission or alleged omission to state therein a material Material fact required to be stated therein or necessary to make the statements therein not misleading. Company shall reimburse each Investor and each such director, except insofar as officer, general partner, limited partner, managing director and Controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such lossesloss, claimsclaim, damagesliability, liabilities action or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinproceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue omission made in reliance upon and in conformity with information regarding such by any Investor, any such director or officer or general or limited partner or managing director or any such Controlling Person furnished to Company in writing by such Investor, director or officer or general or limited partner or managing director or such Controlling Person specifically for use in the registration statement or omission prospectus; and, provided, further, that Company shall not be liable to any Investor or alleged omission in any such Registration Statement Controlling Person, within the meaning of the Securities Act, pursuant to this Section 6.3(a) with respect to any preliminary prospectus or Prospectus the final prospectus or preliminary the final prospectus as amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of such Investor or Controlling Person results from the fact that such Person sold Shares to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Company has previously furnished copies thereof to such Person and such final prospectus, if as then amended or supplemented, had corrected any such untrue statement misstatement or alleged untrue statement, omission or alleged omission is completely corrected omission. The indemnity provided for herein shall remain in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus full force and if, having previously been furnished effect regardless of any investigation made by or on behalf of any Investor or any such director, officer, general partner, limited partner, managing director or Controlling Person and shall survive the Company with copies transfer of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to Shares by any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesInvestor.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless the Administrative Agent, each holder of Registrable Securities, its officers, directors, employees and Agents Issuing Lender and each Person who controls such holder within the meaning Lender, and each Related Party of either Section 15 any of the Securities Act or Section 20 of the Exchange Act foregoing Persons (each such person Person being sometimes hereinafter referred to as called an "Indemnified Holder") from “Indemnitee”), against, and against hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and expenses related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including reasonable costs any refusal by any Issuing Lender to honor a demand for payment under a Letter of investigation and legal expensesCredit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) arising out of or based upon any untrue statement actual or alleged untrue statement presence or release of a material fact contained Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any Registration Statement way to the Company or Prospectus, in any amendment or supplement thereto or in any preliminary prospectusof its Subsidiaries, or arising out (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or based upon any omission or alleged omission other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to state therein a material fact required any Indemnitee, be available to be stated therein or necessary to make the statements therein not misleading, except insofar as extent that such losses, claims, damages, liabilities or related expenses arises out are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf willful misconduct of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesIndemnitee.

Indemnification by Company. The Company agrees shall indemnify the holder of the Common Stock to indemnify be sold pursuant to any registration statement hereunder, the officers and hold harmless directors of each holder of Registrable Securities, its officers, directors, employees and Agents and each Person person, if any, who controls such holder holders within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any state securities law or regulation, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever incurred by the indemnified party in any action or proceeding between the indemnitor and indemnified party or between the indemnified party and any third party or otherwise) to which any of them may become subject under the Securities Act, the Exchange Act (each or any other statute or at common law or otherwise under the laws of foreign countries, arising from such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of registration statement or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, in any amendment or supplement thereto or in (i) any preliminary prospectus, the registration statement or arising out of prospectus (as from time to time each may be amended and supplemented); (ii) any post-effective amendment or amendments or any new registration statement and prospectus in which is included the Common Stock; or (iii) any application or other document or written communication (collectively called "application") executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the SEC, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as unless such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon is made in reliance upon, and in conformity with, written information furnished in writing to the Company by or on behalf of and with respect to such holder registered holders ("Purchaser Information") expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue the registration statement or alleged untrue statementprospectus, omission or alleged omission is completely corrected in an any amendment or supplement to such Registration Statement thereof, or Prospectus in any application, as the case may be, or preliminary prospectus and if, having previously been furnished by or on behalf of unless the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails indemnities failed to deliver such Prospectus or preliminary a final prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise havematerial misstatement or omission was corrected. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls agrees promptly to notify such Persons (within the meaning of Section 15 Registered Holder of the Securities Act commencement of any litigation or Section 20 proceedings against the Company or any of its officers, directors or controlling persons in connection with the issue and sale or resale of the Exchange Act) to Common Stock or in connection with the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesregistration statement or prospectus.

Indemnification by Company. The Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesAgent, its officers, directors, employees and Agents each Joint Lead Arranger and each Person who controls such holder within the meaning Lender, and each Related Party of either Section 15 any of the Securities Act or Section 20 of the Exchange Act foregoing Persons (each such person Person being sometimes hereinafter referred to as called an "Indemnified Holder"“Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and expenses (related expenses, including reasonable costs the fees, charges and disbursements of investigation and legal expenses) any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectusof, in connection with, or as a result of (i) the execution or delivery of this Agreement or any amendment agreement or supplement thereto instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Letter of Credit or the use or intended use thereof, (iii) any transfer, sale, delivery, surrender or endorsement of any draft, demand, certificate or other document presented under any Letter of Credit, (iv) any independent undertakings issued by the beneficiary of any Letter of Credit, (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) regarding any Letter of Credit or error in computer transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of any Letter of Credit, (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the fraud, forgery or illegal action of parties other than the Indemnitees, (ix) the enforcement of this Agreement or any rights or remedies under or in connection with any preliminary prospectusLetter of Credit Document or (x) any actual or prospective claim, litigation, investigation or arising out proceeding relating to any of the foregoing, whether based on contract, tort or based upon any omission other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or alleged omission any of its Subsidiaries); provided that such indemnity shall not, as to state therein a material fact required any Indemnitee, be available to be stated therein or necessary to make the statements therein not misleading, except insofar as extent that such losses, claims, damages, liabilities or related expenses arises out are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf wilful misconduct of such holder expressly for use therein; provided, however, that the Company Indemnitee. This Section shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above apply with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesTaxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnification by Company. The In connection with any Registration Statement in which any Investor is participating, the Company agrees to indemnify and hold harmless each holder of Registrable Securitiesthe Investors, its officers, directors, employees their Affiliates and Agents their respective officers and directors and each Person who controls such holder (within the meaning of either Section 15 of the Securities Act or Section 20 of Act) the Exchange Act Investors (each “Investor Indemnitee”) against, and pay and reimburse such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all Investor Indemnitee for any losses, claims, damages, liabilities, joint or several, to which such Investor Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based upon (a) any untrue statement or alleged (in any legal proceeding or proceeding, inquiry or other action involving any Governmental Authority) untrue statement of a material fact contained in any the Registration Statement Statement, prospectus or Prospectus, in preliminary prospectus or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon (b) any omission or alleged (in any legal proceeding or proceeding, inquiry or other action involving any Governmental Authority) omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as and the Company will pay and reimburse such lossesInvestor Indemnitee for any legal or any other expenses actually and reasonably incurred by it in connection with investigating, claims, damages, liabilities defending or expenses arises out of or are based upon settling any such untrue statement loss, clam, liability, action or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinproceeding; provided, however, that the Company shall not be so liable to any such Investor Indemnitee in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement statement, or omission or alleged omission omission, made in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, (x) in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Investor Indemnitee expressly for use therein or (y) by such Investor Indemnitee’s failure to deliver a copy of the Registration Statement or Prospectus prospectus or preliminary prospectus, if such untrue statement any amendments or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of supplements thereto after the Company has furnished the Investors with a sufficient number of copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holdersame. The indemnity Company, if requested, will be in addition to any liability which the Company may otherwise have. The Company will also indemnify such underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesInvestor Indemnitees.

Indemnification by Company. The Company agrees to will, notwithstanding any termination of this Agreement, indemnify and hold harmless the Subscriber, each holder officer of the Subscriber (or other person serving in a similar capacity), each director, agent, employee, member and partner of the Subscriber (or other person serving in a similar capacity), each underwriter of Registrable SecuritiesSecurities and each other person, its if any, who controls such Subscriber or underwriter within the meaning of the 1933 Act and officers, directors, agents and employees and Agents and each Person who controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") control person, from and against all losses, claims, damages, liabilities and expenses costs (including reasonable costs of investigation and legal expensesattorneys’ fees) arising incurred in conformance with this Agreement, or liabilities, joint or several, to which the Subscriber or such officer, director, agent, partner, member or employee, other person in a similar capacity, underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement registration statement under which such Registrable Securities were registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or Prospectusfinal prospectus contained therein, in or any amendment or supplement thereto or in any preliminary prospectusthereof, or arising arise out of of, relate to or are based upon any the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as and will reimburse the Subscriber and each such lossesofficer, claimsdirector, damagesagent, liabilities partner, member or employee, other person serving in a similar capacity, underwriter and controlling person for any legal or other expenses arises out of reasonably incurred by them in connection with investigating or are based upon defending any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinaction; provided, however, that the Company shall will not be liable to the Subscriber or any of the Subscriber’s officers, directors, agents, partners, members, or employees or other persons serving in similar capacities, to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus (i) if the Subscriber failed to send or deliver a copy of the final prospectus delivered by the Company to the Subscriber with or prior to the delivery of written confirmation of the sale by the Subscriber to the person asserting the claim from which such case damages arise and if the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission or (ii) to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Registration Statement Subscriber, or Prospectus or preliminary prospectusany such controlling person, if in writing specifically for use in such untrue registration statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesprospectus.

Indemnification by Company. The Company agrees to indemnify indemnify, defend and hold harmless each holder of Registrable Securitiesthe Placement Agent, its officersagents, directorsmanagers, employees and Agents members, representatives, guarantors, sureties and each Person person who controls such holder the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (each such person being sometimes hereinafter referred to as an "“Indemnified Holder"Persons”) from and against any and all losses, claims, damages, liabilities or expenses, joint or several, (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons) which they or any of them may incur under the Act, or any state securities law and the Rules and Regulations or the rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse such Indemnified Persons for any legal or other expense (including the cost of any investigation and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement the Memorandum, the SEC Filings, or Prospectus, in any amendment or supplement thereto thereto, or any authorized sales literature or any application or other document filed with the Commission or in any preliminary prospectusstate or other jurisdiction in order to obtain and exemption from the securities registration requirements for the Units under the securities laws thereof, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as or the failure to comply with the security registration requirement of the Act or any applicable state law; provided, however, that the indemnity agreement contained in this Section 7.01 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to any Indemnified Persons in respect of any such losses, claims, damages, liabilities or expenses arises actions arising out of or are based upon any such untrue statement or alleged untrue statement, or any such omission or allegation thereof based alleged omission, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of such holder expressly Indemnified Persons specifically for use therein; provided, however, that in connection with the Company shall not be liable in preparation of the Memorandum or any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which thereto. This indemnity agreement is the subject thereof from such holder. The indemnity will be in addition to any other liability which that the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) have to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesPersons.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Purchaser (which term shall include for purposes of this Section 11, each holder director, officer, agent or employee of Registrable Securities, its officers, directors, employees and Agents and each Person Purchaser or person who controls such holder the Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"Act) from and against all any losses, claims, damagesdamages or liabilities, liabilities and expenses joint or several (including reasonable costs in settlement of investigation and legal expensesany litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based directly or indirectly, in whole or in part, upon (i) any material inaccuracy in the representations and warranties of the Company contained herein and not qualified as to materiality, or any inaccuracy in the representations and warranties of the Company contained herein and qualified as to materiality, (ii) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Registration Statement or Preliminary Prospectus, in the Prospectus, the Proxy Statement, or any amendment or supplement thereto or in any preliminary prospectus, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon and (iii) any such untrue statement other act or omission of the Company, its officers or allegation thereof based upon information furnished directors, or any alleged act or omission; and will reimburse the Purchaser for any legal or other expenses reasonably incurred by it in writing to the Company by connection with investigating, prosecuting or on behalf of defending against such holder expressly for use thereinloss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Proxy Statement, or any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement supplement, in reliance upon and in conformity with written information furnished to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of by the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating Purchaser specifically for use in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiespreparation thereof.

Indemnification by Company. The Company In the event of any registration under the Securities Act of any offering including shares of Holdings Common Stock, Holdings hereby agrees to indemnify and hold harmless each holder of Registrable SecuritiesStockholder, its and each other person or entity that controls such Stockholder and each such Stockholder's officers, directorsdirectors and employees, employees and Agents and each Person who controls against any losses, claims, damages or liabilities, joint or several, to which such holder within the meaning of either Section 15 of Stockholder and/or person or entity may become subject under the Securities Act or Section 20 of the Exchange Act (each otherwise, insofar as such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor proceedings in respect thereof) arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained contained, on the effective date thereof, in any Registration Statement or Prospectusregistration statement under which shares of Holdings Common Stock were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any failure or alleged failure of Holdings to comply with any applicable statute, except insofar as rule or regulation in connection with the registration statement or the offering, and will reimburse such losses, claims, damages, liabilities Stockholder and/or such person or entity for any legal or other expenses arises out of reasonably incurred by such Stockholder and/or such person or are based upon entity in connection with investigating or defending any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinproceeding; provided, however, that the Company shall Holdings will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue registration statement, omission said preliminary or alleged omission is completely corrected in an final prospectus or said amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus in reliance upon and if, having previously been in strict conformity with written information furnished by such Stockholder and/or such person or entity on behalf of the Company with copies of the Prospectus or preliminary prospectus such Stockholder in such Stockholder's capacity as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating specifically for use in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiespreparation thereof.

Indemnification by Company. The In connection with each Registration ---------------------------- Statement relating to disposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless each holder Holder and each underwriter of Registrable Securities, its officers, directors, employees and Agents Securities and each Person Person, if any, who controls such holder Holder or underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (Act), and each such person being sometimes hereinafter referred to as an "Indemnified Holder") from of their respective officers, directors, employees, agents and attorneys, against any and all losses, claims, damagesdamages and liabilities, liabilities joint or several (including any reasonable investigation, legal and other fees and expenses (including reasonable costs incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of investigation and legal expenses) arising them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in preliminary prospectus or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon 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, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company such indemnity shall not be liable in any such case inure to the extent that benefit of any Holder or underwriter (or any Person controlling such loss, claim, damage, liability Holder or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of Registrable Securities if such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information furnished in writing to the same extent as provided above Company by the Holder or underwriter specifically for use therein andprovided, further, that with respect to any preliminary prospectus, the foregoing indemnification shall not inure to the benefit of any Holder from whom the person asserting any loss, claim, damage, liability or expense purchased Registrable Securities, or to any person controlling such Holder, if copies of the Indemnified Holders Prospectus were timely delivered to such Holder and a copy of the Prospectus (as then amended or supplemented if the Company shall have timely furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder to such person, if required by law to have been so delivered, at or prior to the written confirmation of the sale of the Registrable SecuritiesSecurities to such person, and if such Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. This indemnity agreement shall be in addition to any liability that the Company may otherwise have.

Indemnification by Company. For purposes of this Section 8.5, the Trust and the Corporation, referred to as the "Company" agree to indemnify and hold harmless the UBS Parties and as more particularly described herein. The Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and Agents the UBS Parties and each Person person, if any, who controls such holder either UBS Party within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Act, against all any losses, claims, damages, liabilities and or expenses, joint or several, to which the UBS Parties or such controlling person may become subject (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof as contemplated below) arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of such Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434, of the Rules and Regulations, or the Prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Regulations, or filed as part of such Registration Statement at the time of effectiveness if no Rule 424(b) filing is required, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon any the omission or alleged omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements therein in any of them not misleading, except insofar and will reimburse each UBS Party and each such controlling person for any legal and other expenses as such lossesexpenses are reasonably incurred by the UBS Parties or such controlling person in connection with investigating, claimsdefending, damagessettling, liabilities compromising or expenses arises out of or are based upon paying any such untrue statement loss, claim, damage, liability, expense or omission action. The Company will also indemnify selling brokers, dealers and similar securities industry professionals participating in the sale or allegation thereof based upon information furnished in writing to resale of the Company by or on behalf Shares, their officers, directors and partners and each person who controls any such person within the meaning of such holder expressly for use therein; the Securities Act, provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or Statement, such Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an any amendment or supplement thereto in reliance upon and in conformity with written information furnished to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished the Company (i) by or on behalf of the Company with copies of the UBS Parties expressly for use therein or (ii) any statement or omission in any Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails that is corrected in any subsequent Prospectus that was delivered to deliver such Prospectus or preliminary prospectus as so amended or supplemented, a UBS Party prior to the pertinent sale or concurrently sales by such UBS Party and not delivered by such UBS Party in connection with the such sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiessales.

Indemnification by Company. The Company agrees to indemnify and hold harmless each holder the Representative and the other members of Registrable Securities, its officers, directors, employees and Agents the Underwriting Group and each Person officer, director, employee, representative, agent, surety, guarantor, and each person who controls such holder the Representative or any other member of the Underwriting Group within the meaning of either Section 15 of the Securities Act against any and all losses, claims, damages or Section 20 of the Exchange Act liabilities, joint or several, or litigation, arbitration or mediation proceedings (each such person being sometimes hereinafter collectively referred to as an "Indemnified Holderlitigation"), including any and all awards or judgments rendered in connection therewith, to which they or any of them may become subject under the Act or any other statute or at common law and to reimburse the persons indemnified for any legal or other expenses (including the cost of any investigation and preparation) from and against all incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses litigation (including reasonable costs of investigation and legal expensesawards and/or judgments in connection therewith) arising arise out of or are based upon any matter relating to the Public Offering, including without limitation any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or Prospectus, in any amendment thereto and the Prospectus and related exhibits included in the Registration Statement or supplement thereto any application or other document filed in any preliminary prospectusorder to qualify the Shares under the blue sky or securities laws of the states where filings were made, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however that the indemnity agreement contained in this Section 6.1 shall not apply to the Representative or any of the other members of the Underwriting Group or any person controlling the Representative or any other member of the Underwriting Group in respect of any such losses, claims, damages, liabilities or expenses arises litigation arising out of or are based upon any such untrue statement or omission or allegation thereof based upon information peculiarly within the knowledge of the Representative or another member of the Underwriting Group and furnished in writing to the Company by a member of the Underwriting Group specifically for use in connection with the preparation of the Registration Statement and Prospectus or any such amendment or supplement thereto and such person in making any such statement, or any such omission or alleged omission, knowingly and willfully violated applicable law or was guilty of gross negligence in connection therewith. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the Representative and other members of the Underwriting Group or to any person controlling the Representative or a member of the Underwriting Group. Each member of the Underwriting Group agrees within ten (10) days after the receipt by it of written notice of the commencement of any action against it or against any person controlling it as aforesaid, in respect of which indemnity may be sought from the Company on behalf account of the indemnity agreement contained in this Section 6.1 to notify the Company in writing of the commencement thereof. The failure of such holder expressly for use therein; provideda member of the Underwriting Group so to notify the Company of any such action shall relieve the person to whom such notice was not given from any liability which it may have to that member of the Underwriting Group or any person controlling it as aforesaid on account of the indemnity agreement contained in this Section 6.1, howeverbut shall not relieve the Company from any other liability which it may have to that member of the Underwriting Group or such controlling person. In case any such action shall be brought against the Representative or any other member of the Underwriting Group or any such controlling person and the Representative or other member of the Underwriting Group shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to such member of the Underwriting Group or such controlling person or persons, which is a defendant or which are defendants in such litigation. No settlement, compromise or other disposition of any such litigation shall be made by the Company without the prior written consent of the Representative and the other persons indemnified hereunder. Conversely, any settlement, compromise or other disposition shall require the Company's written consent and to the extent the Company does not consent to any such settlement, compromise or other disposition of any such litigation, the Company shall not be liable for amounts paid in any connection therewith. If the Company elects to direct such case defense, the Company agrees to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement furnish to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf each indemnified member of the Company with Underwriting Group at its request, copies of all pleadings therein and to apprise each indemnified member of the Prospectus or preliminary prospectus as so amended or supplementedUnderwriting Group of all developments therein, such holder thereafter fails all at the Company's expense, and to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with permit the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors Representative and each Person who controls such Persons (within the meaning of Section 15 indemnified member of the Securities Act or Section 20 of the Exchange Act) Underwriting Group to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesbe an consultant therein.

Indemnification by Company. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless each holder Holder, the partners, officers and directors of Registrable Securities, its officers, directors, employees and Agents each Holder and each Person person, if any, who controls such holder Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Act, against all any losses, claims, damages, or liabilities and expenses (including reasonable costs of investigation and legal expensesjoint or several) arising to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement(s) including any Registration Statement document incorporated by reference therein or Prospectus, in any amendment amendments or supplement thereto or in any preliminary prospectussupplements thereto, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon (ii) any such untrue statement or alleged untrue statement of a material fact contained in the prospectus (including any preliminary, final or summary prospectus, amendment or supplement thereto) included in such Registration Statement(s) or any omission or allegation thereof based upon information furnished alleged omission to state a material fact required to be stated therein or necessary to make any statement therein, in writing to light of the Company circumstances under which they were made, not misleading, or (iii) any violation or alleged violation 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 state securities law in connection with the offering covered by or on behalf of such holder expressly for use thereinthe Registration Statement(s); provided, however, that the Company shall will not be liable for indemnification in any such case to the extent that any losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact so made in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use in connection with such registration. Subject to Section 2.7(c), the Company will pay to each such Holder, partner, officer, director or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesaction.

Indemnification by Company. The In connection with each Registration Statement relating to disposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, employees directors and Agents agents and each Person underwriter of Registrable Securities and each Person, if any, who controls such holder Holder or underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"Act) from against any and against all losses, claims, damagesdamages and liabilities, liabilities and expenses joint or several (including any reasonable costs investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of investigation and legal expenses) arising any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in preliminary prospectus or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon 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; provided, except insofar as however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any Person controlling such Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages, damages or liabilities or expenses arises out arising from the sale of or are based upon any the Registrable Securities if such untrue statement or omission or allegation thereof based alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information furnished in writing to the Company by such Holder or on behalf of such holder expressly underwriter specifically for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities, if requested. This indemnity agreement shall be in addition to any liability which the Company may otherwise have.

Indemnification by Company. The Company agrees shall, without limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each holder Purchaser or Holder of Registrable Securities, its each underwriter who participates in an offering of Registrable Securities and their respective officers, directors, employees agents and Agents and employees, each Person person who controls such holder Purchaser, Holder or underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each Act), and the officers, directors, agents or employees of any such person being sometimes hereinafter referred to as an "Indemnified Holder") controlling person, from and against all losses, claims, damages, liabilities liabilities, costs (including, without limitation, all reasonable attorneys' fees) and expenses (including reasonable costs of investigation and legal expenses) collectively, "Losses"), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, or supplement or amendment thereto including all documents incorporated by reference therein or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided that this indemnity shall not apply to any loss, except insofar as such lossesliability, claimsclaim, damages, liabilities damage or expenses arises expense to the extent arising out of or are based upon any such an untrue statement or omission or allegation thereof based alleged untrue statement or omission made in reliance upon and in conformity with written information furnished in writing to the Company by such Purchasers, any Holder or on behalf of such holder any underwriter in writing expressly for use therein; in the Shelf Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) and provided, further however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement preliminary prospectus or Prospectus if (i) such Holder failed to send or preliminary prospectus, if deliver a copy of the Prospectus or Prospectus supplement provided by the Company in requisite quantities on a timely basis with or prior to the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus or Prospectus supplement would have corrected such untrue statement or alleged untrue statementomission. If requested, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will shall also indemnify underwriters, selling brokers, dealer managers brokers and similar securities industry professionals participating in the distribution, their officers officers, directors, agents and directors employees and each Person person who controls such Persons persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Purchasers, Holders and underwriters of Registrable SecuritiesSecurities subject to this Section 5(a).

Indemnification by Company. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, employees and Agents any underwriter (as defined in the Securities Act) for such Holder and each Person person, if any, who controls such holder Holder or underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Act, against all any losses, claims, damages, or liabilities and expenses (including reasonable costs of investigation and legal expensesjoint or several) arising to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectussuch registration statement, in any amendment or supplement thereto or in including any preliminary prospectusprospectus or final prospectus contained therein or any amendments or supplements thereto, or arising out of or based upon any (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out of (iii) any violation or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to alleged violation by the Company by of the Securities Act, the Exchange Act, any state securities law or on behalf of such holder expressly for use thereinany rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; provided, however, that and the Company shall not be liable will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in any such case to the extent that connection with investigating or defending any such loss, claim, damage, liability liability, or expense action; provided, however, that the indemnity agreement contained in this Section 3.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon an untrue statement a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or alleged untrue statement controlling person or omission to the extent that such information relates to such Holder or alleged omission such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in such registration statement, prospectus or in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesthereto.

Indemnification by Company. The Company agrees to indemnify and hold harmless each holder Selling Holder of Registrable Securities, its officers, directors, employees directors and Agents agents and each Person Person, if any, who controls such holder Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against any and all losses, claims, damages, liabilities and judgments (including, without limiting the foregoing, the reasonable legal and other expenses (including reasonable costs of investigation and legal expensesincurred in connection with any action, suit or proceeding) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement registration statement or Prospectus, prospectus or in any amendment or supplement thereto or in any preliminary prospectus, prospectus relating to any registration statement to which this Agreement relates (a "Registration Statement") or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises judgments arise out of of, or are based upon upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense judgment arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement Selling Holder failed to send or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf deliver a copy of the Company final prospectus (as appropriately supplemented) with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the delivery of written confirmation of the sale of a such Registrable Security Securities by such Selling Holder to the Person person asserting such loss, claim, damage, liability or expense judgment who purchased such Registrable Security which is Securities that are the subject thereof from such holder. The indemnity will be in addition Selling Holder if it is determined that it was the responsibility of such Selling Holder to any provide such Person with a copy of the final prospectus (as appropriately supplemented) and the delivery of such final prospectus (as appropriately supplemented) would have cured the defect giving rise to such loss, claim, damage, liability which the Company may otherwise haveor judgment. The Company will also agrees to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in provide contribution arrangements to any underwriters of the distributionRegistrable Securities, their officers and directors and each Person person who controls such Persons underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to (collectively, "Securities Professionals") on substantially the same extent basis as provided above with respect to that of the indemnification of the Indemnified Selling Holders of Registrable Securitiesprovided in this Section 9 if requested.

Indemnification by Company. The Company agrees will, to the maximum extent permitted by law, indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and Agents the Investors and each Person person, if any, who controls such holder an Investor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Act, against all any losses, claims, damages, or liabilities, joint or several, to which such Investor or such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) arising out of or based upon are caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any Registration Statement prospectus contained therein, or Prospectus, in any amendment or supplement thereto or in any preliminary prospectusthereof, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as ; and will reimburse such losses, claims, damages, liabilities Investor and each such controlling person for any legal or other expenses arises out of incurred by such Investor or are based upon such controlling person in connection with investigating or defending against any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinaction; provided, however, that the Company shall company will not be liable in any such case to any Investor or its controlling person(s) to the extent that any such loss, claim, damage, expense or liability arises out of, or expense is based upon, an untrue statement or alleged untrue statement or omission or alleged omission so made in conformance with information that has been furnished in writing by such Investor in accordance with Section 6; provided, however that the Company shall not be required to provide such indemnification if such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or Prospectus or preliminary prospectus, if and if, in respect to such untrue statement statement, alleged statement, omission or alleged untrue omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission is completely corrected in an amendment and a copy of such final prospectus had not been sent or supplement given at or prior to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf the confirmation of the Company sale with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails respect to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting which such loss, claim, damage, expense or liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesrelates.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless each holder the Holder of such Registrable Securities, its officers, directors, employees and Agents partners, legal counsel, each other person (including each underwriter) who participated in the offering of such Registrable Securities and each Person other person, if any, who controls such holder Holder or such participating person within the meaning of either Section 15 of the Securities Act, against any expenses, losses, claims, damages or liabilities, joint or several, to which such Holder, officer, director, partner, legal counsel, or any such participating person or controlling person may become subject under the Securities Act or Section 20 of the Exchange Act (each any other statute or at common law, insofar as such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all expenses, losses, claims, damages, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement or Prospectuscontained, on the effective date thereof, in the Shelf Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto or in thereto, (ii) any preliminary prospectus, or arising out of or based upon 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, except insofar as such losses, claims, damages, liabilities misleading or expenses arises out (iii) any violation by the Company of the Securities Act or are based upon any such untrue statement rule or omission or allegation thereof based upon information furnished in writing regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and shall reimburse such Holder, officer, director, partner, legal counsel or such participating person or controlling person for any legal or any other expenses reasonably incurred by such Holder, officer, director, partner, legal counsel or on behalf of such holder expressly for use thereinparticipating person or controlling person in connection with investigating and defending or settling any such expense, loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with information furnished to the Company by such Holder; and, provided further that the Company shall not be liable in any such Registration Statement or Prospectus or preliminary prospectus, if such case insofar as it relates to any untrue statement or alleged untrue statement, statement or omission or alleged omission is completely corrected made in an amendment or supplement to such Registration Statement or Prospectus or any preliminary prospectus and if, having previously been furnished by but eliminated or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating remedied in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesfinal prospectus.

Indemnification by Company. The In the event of any registration of any Registrable Securities under the Securities Act, the Company hereby agrees to indemnify indemnify, to the fullest extent permitted by law, and hold harmless each holder seller of the Registrable SecuritiesSecurities hereby, its officers, directors, employees and Agents employees, partners, and each Person who controls such holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (and the rules and regulations promulgated thereunder) such holder, and each such person being sometimes hereinafter referred to other Person who participates as an "Indemnified Holder") from and underwriter in the offering or sale of such Registrable Securities, against all losses, claims, damages, liabilities and expenses (including reasonable costs of attorney’s fees) in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation and legal expenses) arising out of or inquiry, in each case caused by or based upon on any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement in which such Registrable Securities are registered under the Securities Act, Prospectus or Prospectuspreliminary prospectus contained therein, in or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as and the Company will reimburse each such losses, claims, damages, liabilities indemnified person for any reasonable legal or any other expenses arises out reasonably incurred by them or any of them in connection with investigating or are based upon defending any such untrue statement claim (or omission action or allegation thereof based upon information furnished proceeding in writing to the Company by or on behalf of such holder expressly for use thereinrespect thereof); provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (i) same arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an any amendment or supplement thereto in reliance on and in conformity with written information furnished to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies by such Holder of Registrable Securities specifically stating that it is for use in the preparation thereof, (ii) such Holder or any underwriter or selling agents failed to deliver a copy of the Prospectus or preliminary prospectus as so amended any amendments or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security supplements thereto to the Person asserting such loss, claim, damage, liability liability, or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which if the Company may otherwise havehad furnished such Holder with a reasonably sufficient number of copies of the same, or (iii) such Holder has violated the provisions of Section 5.2 hereof. The In connection with an underwritten offering, the Company will also indemnify such underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the Indemnified Holders holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a holder or any such underwriter and shall survive the transfer of the Registrable Securities by a holder.

Indemnification by Company. The Company agrees shall, without limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each holder Purchaser or Holder of Registrable Securities, its each underwriter who participates in an offering of Registrable Securities and their respective officers, directors, employees agents and Agents and employees, each Person person who controls such holder Purchaser, Holder or underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each Act), and the officers, directors, agents or employees of any such person being sometimes hereinafter referred to as an "Indemnified Holder") controlling person, from and against all losses, claims, damages, liabilities liabilities, costs (including, without limitation, all reasonable attorneys' fees) and expenses (including reasonable costs of investigation and legal expenses) collectively, "Losses"), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, or supplement or amendment thereto including all documents incorporated by reference therein or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any Prospectus or preliminary prospectus) not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises ; provided that this indemnity shall not apply to any Losses to the extent arising out of or are based upon any such an untrue statement or omission or allegation thereof alleged untrue statement or omission based upon and in conformity with written information furnished in writing to the Company by such Purchasers, any Holder or on behalf of such holder any underwriter in writing expressly for use therein; in the Shelf Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) and provided, further however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement preliminary prospectus or Prospectus if (i) such Holder failed to send or preliminary prospectus, if deliver a copy of the Prospectus or Prospectus supplement provided by the Company in requisite quantities on a timely 11 13 basis with or prior to the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus or Prospectus supplement would have corrected such untrue statement or alleged untrue statementomission. If requested, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will shall also indemnify underwriters, selling brokers, dealer managers brokers and similar securities industry professionals participating in the distribution, their officers officers, directors, agents and directors employees and each Person person who controls such Persons persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Purchasers, Holders and underwriters of Registrable SecuritiesSecurities subject to this Section 5(a).

Indemnification by Company. The In the event the Company agrees effects any registration under the Securities Act of any Registrable Securities pursuant to indemnify Section 1 or 2 above, the Company shall indemnify, to the extent permitted by law, and hold harmless each holder the Holder, any underwriter, any officer, director, employee or agent of Registrable Securitiesthe Holder or underwriter, its officers, directors, employees and Agents and each Person other person, if any, who controls such holder the Holder or underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Act, against all any losses, claims, damagesdamages or liabilities, liabilities judgment, fines, penalties, costs and expenses expenses, joint or several, or actions in respect thereof (including reasonable costs of investigation and legal expenses) arising collectively, the "Claims"), to which each such indemnified party becomes subject, under the Securities Act or otherwise, insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement the registration statement or Prospectus, in prospectus or any amendment or supplement thereto or in any preliminary prospectusdocument filed under a state securities or blue sky law (collectively, the "Registration Documents") or arising insofar as such Claims arise out of or are based upon any the omission or alleged omission to state therein in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon and will reimburse any such untrue statement indemnified party for any legal or omission other expenses reasonably incurred by such indemnified party in investigating or allegation thereof based upon information furnished in writing to the Company by or on behalf of defending any such holder expressly for use thereinClaim; provided, however, provided that the Company shall not be liable in any such case to a particular indemnified party to the extent that any such loss, claim, damage, liability or expense arises out of or Claim is based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected Document in an amendment or supplement reliance upon and in conformity with written information furnished to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished the Company by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating indemnified party specifically for use in the distribution, their officers and directors and each Person who controls preparation of such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesRegistration Document.

Indemnification by Company. The Company agrees to will indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and Agents and each Person who controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Underwriter against all any losses, claims, damages, liabilities or expenses, as and when incurred, to which such Underwriter may become subject, joint or several, under the 1933 Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (including reasonable costs of investigation and legal expenses) arising or actions or claims in respect thereof), arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Preliminary Prospectus, in the Registration Statement, the Prospectus or any other prospectus relating to the Securities, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar and will promptly reimburse such Underwriter for any reasonable expenses (including reasonable fees and expenses for no more than one law firm for the Underwriters) when and as incurred by such Underwriter in connection with investigating or defending any such action or claim (including such losses, claims, damages, liabilities or expenses arises out to the extent of or are based upon the aggregate amount paid in settlement of any such untrue statement action or omission or allegation thereof based upon information furnished in writing claim, provided that (subject to Section 6(c) hereof) any such settlement is effected with the Company by or on behalf written consent of such holder expressly for use thereinthe Company); provided, however, that the Company shall not be liable in any such case to an Underwriter to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Preliminary Prospectus, the Registration Statement or Statement, the Prospectus or preliminary prospectus, if any other prospectus relating to the Securities or any such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus thereto in reliance upon and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently in conformity with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesUnderwriter Information.

Indemnification by Company. The In the event of any registration of any Registrable Securities under the Securities Act, the Company hereby agrees to indemnify indemnify, to the fullest extent permitted by law, and hold harmless the Holder and each holder other person who participates as an underwriter in the offering or sale of such Registrable Securities, its officers, directors, employees and Agents and each Person who controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of attorneys fees) in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation and legal expenses) arising out of or inquiry, in each case caused by or based upon on any untrue statement or alleged untrue statement of a material fact contained in any Demand Registration Statement in which such Registrable Securities are registered under the Securities Act, prospectus or Prospectuspreliminary prospectus contained therein, in or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as and the Company will reimburse each such losses, claims, damages, liabilities indemnified person for any reasonable legal or any other expenses arises out reasonably incurred by them or any of them in connection with investigating or are based upon defending any such untrue statement claim (or omission action or allegation thereof based upon information furnished proceeding in writing to the Company by or on behalf of such holder expressly for use thereinrespect thereof); provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (i) same arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in such Demand Registration Statement, any such Registration Statement or Prospectus prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an any amendment or supplement thereto in reliance on and in conformity with written information furnished to such Registration Statement the Company by the Holder, or Prospectus (ii) the Holder or preliminary prospectus and if, having previously been furnished by any underwriter or on behalf selling agents failed to deliver a copy of the Company with copies of the Prospectus prospectus or preliminary prospectus as so amended any amendments or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security supplements thereto to the Person person asserting such loss, claim, damage, liability liability, or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which if the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls had furnished such Persons (within the meaning Holder with a reasonably sufficient number of Section 15 copies of the Securities Act or same. Further, the indemnification provisions of this Section 20 5.4(a) shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesCompany, which consent shall not be unreasonably withheld.

Indemnification by Company. The In the event of any registration of any securities of the Company agrees to under the Securities Act, the Company will indemnify and hold harmless each holder the seller of Registrable Securitiesany Holder Securities covered by such registration statement, its directors and officers, directors, employees and Agents and each Person other Person, if any, who controls such holder seller within the meaning of either Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller or any such director or officer or controlling Person may become subject under the Securities Act or Section 20 of the Exchange Act (each otherwise, insofar as such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damagesdamages or liabilities (or actions or proceedings, liabilities and expenses (including reasonable costs of investigation and legal expenseswhether commenced or threatened, in respect thereof) arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or Prospectussummary prospectus contained therein, in or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon 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, except insofar as and the Company will reimburse such lossesseller and each such director, claims, damages, liabilities officer and controlling Person for any legal or any other expenses arises out of reasonably incurred by them in connection with investigating or are based upon defending any such untrue statement loss, claim, liability, action or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinproceeding; providedPROVIDED, howeverHOWEVER, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement registration statement, said preliminary or Prospectus final prospectus or preliminary prospectussaid amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such seller, specifically for use in the preparation thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the prospectus or in the final prospectus, which amendment, supplement or final prospectus is delivered to such Registration Statement or Prospectus or preliminary prospectus seller and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary such seller thereafter fails to deliver such prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, supplemented prior to or concurrently with the sale of a Registrable Security registered Holder Securities to the Person asserting such loss, claim, damage, liability or expense who purchased expense. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Registrable Security which is seller or any such director, officer or controlling Person and shall survive the subject thereof from transfer of such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls by such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesseller.

Indemnification by Company. The In the case of any offering registered pursuant to this Agreement, Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and Agents Holder and each Person person who controls such holder a Holder within the meaning of either Section 15 of the Securities Act harmless against any and all losses, claims, damages or Section 20 liabilities to which they or any of them may become subject under the Exchange Securities Act (each or any other statute or common law or otherwise, and to reimburse them, from time to time upon request, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as any such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising or actions shall arise out of or shall be based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement the registration statement (or Prospectus, in any amendment or supplement thereto or in any preliminary prospectusthereto) relating to the sale of such shares of Registrable Securities, including all documents incorporated therein by reference, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment thereof or supplement thereto), if used prior to the effective date of such registration statement or contained in the prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment thereof or supplement thereto), if used within the period during which Company shall be required to keep the registration statement to which such prospectus relates current pursuant to the terms of this Agreement, or the omission or alleged omission to state therein (if so used) a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnification agreement contained in this Section 4 shall not apply to such losses, claims, damages, liabilities or expenses arises actions which shall arise from the sale of shares of Registrable Securities to any person if such losses, claims, damages, liabilities or actions shall arise out of or are shall be based upon any such untrue statement or alleged untrue statement made in such registration statement, prospectus, or amendment, or any such omission or allegation thereof based alleged omission, if such statement or omission shall have been (x) made in reliance upon and in conformity with information furnished in writing to the Company by the Holders or on behalf of any such holder expressly underwriter specifically for use therein; providedin connection with the preparation of the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any such amendment thereof or supplement thereto, howeveror (y) made in any preliminary prospectus, that and the prospectus contained in the registration statement as declared effective or in the form filed by the Company with the SEC pursuant to Rule 424 under the Securities Act shall not be liable in any have corrected such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission and a copy of such prospectus shall not have been sent or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement given to such Registration Statement person at or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the confirmation of such sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitieshim.

Indemnification by Company. The To the fullest extent permitted by law, Company hereby agrees to indemnify and hold harmless Shareholder, each holder Affiliate of Registrable Securities, Shareholder and its respective directors and officers, members or general and limited partners (and the directors, employees and Agents officers, employees, affiliates and each Person who controls Controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons Shareholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (hereinafter referred to as a “Controlling Person”) of any of the foregoing) and each underwriter, if any, and its Controlling Person, (collectively, the “Shareholder Indemnified Parties”), against all claims, losses, damages and liabilities, joint or several, actions or proceedings (whether commenced or threatened in writing) in respect thereof (“Claims”) and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus prepared by it or authorized by it in writing for use by Shareholder (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iv) any violation by Company (or alleged violation) of any rule or regulation promulgated under the Securities Act, the Exchange Act or applicable “blue sky” laws in connection with any Registration, qualification or compliance, and Company will reimburse each Shareholder Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable out-of-pocket expenses incurred in connection with investigating, defending or settling any such Claim; provided that Company will not be liable in any such case to the same extent as provided above with respect that any such Claim arises out of or is based on any untrue statement or alleged untrue statement or omission or alleged omission by Shareholder but only to the indemnification extent, that such untrue statement or alleged untrue statement or omission or alleged omission is made in such registration statement, prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to Company by or on behalf of Shareholder and stated to be specifically for use therein; and provided, further, that the Indemnified Holders indemnity agreement contained in this Section 4.5(a) shall not apply to amounts paid in settlement of Registrable Securitiesany such Claim if such settlement is effected without the consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Indemnification by Company. The Company agrees to indemnify and hold harmless each holder Selling Holder of Registrable Securities, its officers, directors, employees directors and Agents agents and each Person Person, if any, who controls such holder Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against any and all losses, claims, damages, liabilities and judgments (including, without limiting the foregoing, the reasonable legal and other expenses (including reasonable costs of investigation and legal expensesincurred in connection with any action, suit or proceeding) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement registration statement or Prospectus, prospectus or in any amendment or supplement thereto or in any preliminary prospectus, prospectus relating to the Shelf Registration or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises judgments arise out of of, or are based upon upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense judgment arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement Selling Holder failed to send or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf deliver a copy of the Company with copies of the Prospectus or preliminary final prospectus (as so amended or supplemented, such holder thereafter fails to deliver such Prospectus if applicable) with or preliminary prospectus as so amended or supplemented, prior to or concurrently with the delivery of written confirmation of the sale of a such Registrable Security Securities by such Selling Holder to the Person person asserting such loss, claim, damage, liability or expense judgment who purchased such Registrable Security which is Securities that are the subject thereof from such holder. The indemnity will be in addition Selling Holder if it is determined that it was the responsibility of such Selling Holder to any provide such Person with of the final prospectus (as supplemented, if applicable) and the delivery of such final prospectus (as supplemented, if applicable) would have cured the defect giving rise to such loss, claim, damage, liability which the Company may otherwise haveor judgment. The Company will also agrees to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in provide contribution arrangements to any underwriters of the distributionRegistrable Securities, their officers and directors and each Person person who controls such Persons underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to (collectively, "Securities Professionals") on substantially the same extent basis as provided above with respect to that of the indemnification of the Indemnified Selling Holders of Registrable Securitiesprovided in this Section 7 if requested.

Indemnification by Company. The Company agrees to will indemnify and hold harmless each holder of Registrable SecuritiesUnderwriter for and against any losses, its officersdamages or liabilities, directorsjoint or several, employees and Agents and each Person who controls to which such holder within Underwriter may become subject, under the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act (each otherwise, insofar as such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions or claims in respect thereof) arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Preliminary Prospectus, in the Registration Statement, the Prospectus, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar and will reimburse each Underwriter for any legal or other expenses incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred (including such losses, claims, damages, liabilities or expenses arises out to the extent of or are based upon the aggregate amount paid in settlement of any such untrue statement action or omission or allegation thereof based upon information furnished in writing claim provided that (subject to Section 6(c) hereof) any such settlement is effected with the Company by or on behalf written consent of such holder expressly for use thereinthe Company); provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, or any such amendment, in reliance upon and in conformity with the Underwriter Information; and provided, further, that the Company shall not be liable in any such Registration Statement or case under the indemnity agreement in this Section 6(a) with respect to any Preliminary Prospectus or preliminary prospectusthe Prospectus, to the extent that any such losses, damages or liabilities result from the fact that the Underwriter sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus or of the Prospectus as then amended or supplemented (excluding any Incorporated Documents) in any case where such delivery is required by the 1933 Act if such the Company has previously furnished copies thereof to the Underwriter and the loss, claim, liability, expense or damage of the Underwriter results from an untrue statement or statement, alleged untrue statement, omission or alleged omission is completely of a material fact contained (y) in a Preliminary Prospectus which was corrected in the Prospectus, or (z) in the Prospectus which was corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderthereto. The foregoing indemnity will agreement shall be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Representative, each holder of Registrable Securities, its officers, directors, employees and Agents the other Underwriters and each Person person, if any, who controls such holder any of the foregoing within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (Act, and each such person being sometimes hereinafter referred to as an "Indemnified Holder") of them, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities damage, expense or action, joint or several (including, but not limited to, any and all reasonable expenses (including reasonable costs incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any amount paid in settlement of investigation and legal expenses) arising any litigation), commenced or threatened, or of any claim whatsoever, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, liability, claim, damage, expense or action arises out of or is based upon (i) any untrue statement or alleged untrue statement or breach of any representation, warranty or covenant made by the Company in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in a Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement application or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, or arising out of other document executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify all or any of the Securities, the Underwriters' Warrants or the Warrant Securities under the securities laws thereof or filed with the Commission, the NASD or any securities exchange, or any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or omission or such alleged untrue statement or omission or alleged omission was made in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected reliance upon and in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been conformity with information furnished in writing by or on behalf of any of the Underwriters to the Company with copies of expressly for use in the Registration Statement (or any amendment thereto), any such Preliminary Prospectus or the Prospectus (or preliminary prospectus as so amended any amendment or supplementedsupplement thereto) or any such application or document. The Company acknowledges that the statements under the caption "Underwriting" contained in any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by the Underwriters expressly for inclusion in the Registration Statement, such holder thereafter fails to deliver such any Preliminary Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderProspectus. The indemnity will be agreement contained in this Subsection 8(a) is in addition to any liability which the Company may otherwise havehave to the Underwriters or any controlling person of the Underwriters. The Company will also indemnify underwriters, selling brokers, dealer managers agrees to pay any legal and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons other expenses for which it is liable under this subsection (a) from time to time (but not more frequently than monthly) within the meaning 30 days after its receipt of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesa xxxx therefor.

Indemnification by Company. The Company agrees to indemnify and hold harmless each holder Selling Holder of Registrable SecuritiesShares, its officers, directors, employees partners and Agents agents and each Person Person, if any, who controls such holder Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"``INDEMNIFIED PERSON'') from and against any and all losses, claims, damages, liabilities and judgments (including, the reasonable legal expenses (including reasonable costs of investigation and legal expensesincurred in connection with any action, suit or proceeding) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, prospectus or in any amendment or supplement thereto or in any preliminary prospectus, prospectus relating to a registration hereunder or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, except insofar as or (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to Company and relating to action or inaction required by the Company in connection with any such registration; provided, however, that the Company shall not be liable for any losses, claims, damages, liabilities or expenses arises judgments arise out of of, or are based upon upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder's behalf of such holder expressly for use therein; provided, however, that or by any Holder's failure to deliver a copy of the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an any amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been thereto after being furnished with a sufficient number of copies thereof by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesCompany.

Indemnification by Company. The In connection with each Registration Statement relating to disposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless each holder Holder and each underwriter of Registrable Securities, its officers, directors, employees and Agents Securities and each Person person, if any, who controls such holder Holder or underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each such person being sometimes hereinafter referred to as an collectively, "Holder Indemnified HolderParties") from against any and against all losses, claims, damagesdamages and liabilities, liabilities and expenses joint or several (including any reasonable costs investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of investigation and legal expenses) arising any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus or Prospectus, in preliminary prospectus or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon 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; provided, except insofar as however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of Section 1 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages, damages or liabilities or expenses arises out arising from the sale of or are based upon any the Registrable Securities if such untrue statement or omission or allegation thereof based alleged untrue statement or omission was made in such Registration Statement, prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information furnished in writing to the Company by the Holder or on behalf of such holder expressly underwriter specifically for use therein; provided, however, that the Company . This indemnity agreement shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. The Company agrees to indemnify indemnify, defend and hold harmless each holder of Registrable Securitiesthe Placement Agent, its officersagents, directorsmanagers, employees and Agents members, representatives, and each Person person who controls such holder the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (each such person being sometimes hereinafter referred to as an "“Agent Indemnified Holder"Persons”) from and against any and all losses, claims, damages, liabilities or expenses, joint or several, (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Agent Indemnified Persons) which they or any of them may incur under the Act, the Rules and Regulations, any state securities law, or any rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse such Agent Indemnified Persons for any legal or other expense (including the cost of any investigation and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement the Memorandum or Prospectus, in any amendment or supplement thereto or any authorized sales literature or any application or other document filed with the Commission or any state or other jurisdiction in any preliminary prospectusorder to qualify the Units under the securities laws thereof, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar all as of the date of the Memorandum or such amendment or supplement, as the case may be; provided, however, that the indemnity agreement contained in this Section 7.01 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to any Agent Indemnified Persons in respect of any such losses, claims, damages, liabilities or expenses arises actions arising out of or are based upon any such untrue statement or alleged untrue statement, or any such omission or allegation thereof based alleged omission, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of such holder expressly Agent Indemnified Persons specifically for use therein; provided, however, that in connection with the Company shall not be liable in preparation of the Memorandum or any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which thereto. This indemnity agreement is the subject thereof from such holder. The indemnity will be in addition to any other liability which that the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) have to the same extent as provided above with respect to the indemnification of the Agent Indemnified Holders of Registrable SecuritiesPersons.

Indemnification by Company. The Company agrees to indemnify and hold -------------------------- harmless the Investor and each holder of Registrable SecuritiesPecuniary Owner and their respective partners, its officers, directors, employees and Agents agents, and each Person who controls any such holder Persons (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"Act) from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in any amendment preliminary prospectus or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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, except insofar as such losses, claims, damages, liabilities the same are caused by or expenses arises out of or are based upon contained in any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by the Investor or on behalf such Pecuniary Owner or any other person who participates as an underwriter in the offer and sale of such holder securities, as the case may be, expressly for use therein; provided, howeveror due to the Investor's or Pecuniary Owners' failure to deliver an amended or supplemental Prospectus, that the Company shall not be liable in after having been provided copies of any such case to amended or supplemental Prospectus by the extent that any Company, if such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such lossliability, claim, damage, liability damage or expense who purchased would not have arisen had such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise havedelivery occurred. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors trust managers and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesInvestor and each Pecuniary Owner, if requested.

Indemnification by Company. The To the fullest extent permitted by law, the Company agrees to will indemnify and hold harmless each holder of Purchaser that has Registrable SecuritiesCommon included in a Registration Statement pursuant to the provisions hereof, its directors and officers, directors, employees and Agents any underwriter (as defined in the Securities Act) for such Purchaser and each Person Person, if any, who controls such holder Purchaser or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (Act, from and against, and will reimburse such Purchaser and each such underwriter and controlling Person with respect to, any and all loss, damage and liability (collectively, “Losses”) to which such Purchaser or any such underwriter or controlling Person may become subject under the Securities Act, state securities laws or otherwise, and the Company will pay to each such Purchaser, underwriter or controlling person being sometimes hereinafter referred to any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as an "Indemnified Holder") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in such Registration Statement, any Registration Statement prospectus contained therein or Prospectus, in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Purchaser in writing specifically for use in the preparation thereof; provided, however, that the indemnity agreement in this Section 5.1 will not apply to amounts paid in settlement of any such Registration Statement or Prospectus or preliminary prospectus, Loss if such untrue statement or alleged untrue statement, omission or alleged omission settlement is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf effected without the consent of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplementedCompany, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity consent will not be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesunreasonably withheld.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Representative, each holder of Registrable Securities, its officers, directors, employees and Agents the other Underwriters and each Person person, if any, who controls such holder any of the foregoing within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (Act, and each such person being sometimes hereinafter referred to as an "Indemnified Holder") of them, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities damage, expense or action, joint or several (including, but not limited to, any and all reasonable expenses (including reasonable costs incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any amount paid in settlement of investigation and legal expenses) arising any litigation), commenced or threatened, or of any claim whatsoever, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, liability, claim, damage, expense or action arises out of or is based upon (i) any untrue statement or alleged untrue statement or breach of any representation, warranty or covenant made by the Company in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in a Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement application or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, or arising out of other document executed by the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify all or any of the Securities, the Underwriters' Warrants or the Warrant Shares under the securities laws thereof or filed with the Commission, the NASD or any securities exchange, or any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or omission or such alleged untrue statement or omission or alleged omission was made in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected reliance upon and in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been conformity with information furnished in writing by or on behalf of any of the Underwriters to the Company with copies of expressly for use in the Registration Statement (or any amendment thereto), any such Preliminary Prospectus or the Prospectus (or preliminary prospectus as so amended any amendment or supplementedsupplement thereto) or any such application or document. The Company acknowledges that the statements under the caption "Underwriting" contained in any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by the Underwriters expressly for inclusion in the Registration Statement, such holder thereafter fails to deliver such any Preliminary Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderProspectus. The indemnity will be agreement contained in this Subsection 8(a) is in addition to any liability which the Company may otherwise havehave to the Underwriters or any controlling person of the Underwriters. The Company will also indemnify underwriters, selling brokers, dealer managers agrees to pay any legal and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons other expenses for which it is liable under this subsection (a) from time to time (but not more frequently than monthly) within the meaning 30 days after its receipt of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesa xxxx therefor.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless each holder of Registrable Securitiesthe Placement Agent, its officers, directors, employees officers and Agents employees, and each Person person, if any, who controls such holder the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Placement Agent within the meaning of Rule 405 under the Securities Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against any and all losses, liabilities, claims, damages, liabilities damages and expenses whatsoever as incurred (including reasonable costs but not limited to attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of investigation and legal expensesany claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement or the Prospectus, or in any amendment or supplement thereto or amendment thereof, or in any preliminary prospectusIssuer Free Writing Prospectus, or arising out of in any “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) filed or based upon any required to be filed pursuant to Rule 433(d) under the Securities Act, or (ii) the omission or alleged omission to state therein (A) in the Registration Statement, a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such lossesor (B) in the Prospectus, claimsor in any supplement thereto or amendment thereof, damagesor in any Issuer Free Writing Prospectus, liabilities a material fact required to be stated therein or expenses arises out necessary to make the statements therein, in light of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereincircumstances under which they were made, not misleading; provided, however, that the Company shall will not be liable in any such case to the extent but only to the extent that any such loss, liability, claim, damage, liability damage or expense arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made therein in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected reliance upon and in an amendment or supplement conformity with written information furnished to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished the Company by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderPlacement Agent expressly for use therein. The This indemnity agreement will be in addition to any liability which the Company may otherwise have, including but not limited to other liability under this Agreement. The Placement Agent shall indemnify and hold harmless the Company will also indemnify underwritersand its affiliates and their respective directors, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors employees, and each Person other person, if any, who controls such Persons (the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as originally filed or any amendment thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in the Prospectus, or in any amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the same extent as provided above with respect extent, but only to the indemnification extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Indemnified Holders Placement Agent specifically for use therein. This indemnity agreement will be in addition to any liability which the Placement Agent may otherwise have, including but not limited to other liability under this Agreement. Promptly after receipt by an indemnified party under this Section 10 of Registrable Securitiesnotice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 10, notify the indemnifying party in writing of the commencement thereof; provided, however, that the failure to so notify the indemnifying party (i) will not relieve it from liability under this Section 10 and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 10 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel), reasonably approved by the indemnifying party (or by the Placement Agent in the case of Section 10), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. The indemnifying party under this Section 10 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be withheld unreasonably; provided, however, that if any proceeding is settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 10, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than thirty (30) days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

Indemnification by Company. The In connection with each Registration Statement relating to the disposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, employees directors and Agents agents and each Person underwriter of Registrable Securities and each Person, if any, who controls such holder Holder or underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"Act) from against any and against all losses, claims, damagesdamages and liabilities, liabilities and expenses joint or several (including any reasonable costs investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of investigation and legal expenses) arising any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in preliminary prospectus or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon 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; provided, except insofar as however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any Person controlling such Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages, damages or liabilities or expenses arises out arising from the sale of or are based upon any the Registrable Securities if such untrue statement or omission or allegation thereof based alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information furnished in writing to the Company by such Holder or on behalf of such holder expressly underwriter specifically for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities, if requested. This indemnity agreement shall be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesAgent, its officers, directors, employees and Agents each Joint Lead Arranger and each Person who controls such holder within the meaning Lender, and each Related Party of either Section 15 any of the Securities Act or Section 20 of the Exchange Act foregoing Persons (each such person Person being sometimes hereinafter referred to as called an "Indemnified Holder"“Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and expenses related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use or intended use of the proceeds therefrom or any Letter of Credit or the use or intended use thereof (including reasonable costs any refusal by the Several L/C Agent to honor a demand for payment under a Letter of investigation and legal expensesCredit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) arising out any transfer, sale, delivery, surrender or endorsement of any draft, demand, certificate or based upon other document presented under any untrue statement Letter of Credit, (iv) any independent undertakings issued by the beneficiary of any Letter of Credit, (v) any unauthorized communication or alleged untrue statement instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) regarding any Letter of a material fact contained Credit or error in computer transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of any Registration Statement Letter of Credit, (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee or Prospectusassignee of proceeds of any Letter of Credit, in (viii) the fraud, forgery or illegal action of parties other than the Indemnitees with respect to any amendment Letter of Credit, (ix) the enforcement of this Agreement or supplement thereto any rights or remedies under or in connection with any preliminary prospectusLetter of Credit Document or (x) any actual or prospective claim, litigation, investigation or arising out proceeding relating to any of the foregoing, whether based on contract, tort or based upon any omission other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or alleged omission any of its Subsidiaries); provided that such indemnity shall not, as to state therein a material fact required any Indemnitee, be available to be stated therein or necessary to make the statements therein not misleading, except insofar as extent that such losses, claims, damages, liabilities or related expenses arises out are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or are based upon wilful misconduct of such Indemnitee or (y) any such untrue statement action, suit, proceeding or claim solely among Indemnitees that does not involve an act or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies or any of its Subsidiaries, other than any such action, suit, proceeding or claim against the Prospectus Administrative Agent, the Syndication Agent, any Co-Documentation Agent or preliminary prospectus any Joint Lead Arranger in its capacity, or in fulfilling its role, as so amended Administrative Agent, Syndication Agent, Co-Documentation Agent or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderJoint Lead Arranger under this Agreement. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of This Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above shall not apply with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesTaxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnification by Company. The Company agrees will, to the maximum extent -------------------------- permitted by law, indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees the Stockholders and Agents Other Holders and each Person person, if any, who controls such holder persons within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Act, against all any losses, claims, damagesdamages or liabilities, joint or several, to which such persons may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) arising out of or based upon are caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any Registration Statement prospectus contained therein, or Prospectus, in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse the Stockholders and Other Holders, except insofar as and each such losses, claims, damages, liabilities controlling person for any legal or other expenses arises out of incurred by them in connection with investigating or are based upon defending against any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinaction; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense or liability or expense arises out of of, or is based upon upon, an untrue statement or alleged untrue statement or omission or alleged omission so made in conformance with written information relating to the identity of any such Registration Statement Stockholders or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus Other Holders and if, having previously been furnished by or on behalf the method of distribution of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security Shares which is the subject thereof from furnished or approved by such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act Stockholder or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesOther Holder.

Indemnification by Company. The In connection with each Registration --------------------------- Statement relating to disposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless each holder Holder and each underwriter of Registrable Securities, its officers, directors, employees and Agents Securities and each Person Person, if any, who controls such holder Holder or underwriter (within the meaning of either Section section 15 of the Securities Act or Section section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"Act) from against any and against all losses, claims, damagesdamages and liabilities, liabilities and expenses joint or several (including any reasonable costs investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of investigation and legal expenses) arising any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in preliminary Prospectus or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon 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; provided, except insofar as however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act) on account of any losses, claims, damages, damages or liabilities or expenses arises out arising from the sale of or are based upon any the Registrable Securities if such untrue statement or omission or allegation thereof based alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary Prospectus, or such amendment or supplement, in reliance upon and in conformity with information furnished in writing to the Company by such Holder or on behalf of such holder expressly underwriter specifically for use therein; provided, howeverfurther, that the Company shall not be liable in to such Holder or any underwriter (or any person controlling such Holder or underwriter) with respect to any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or preliminary Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission that is completely corrected in an the Prospectus (or any amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of thereto) if the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person person asserting any such loss, claim, damage, damage or liability or expense who purchased such Registrable Security which is shares of the subject thereof Common Stock from such holder. The indemnity will be Holder or underwriter but was not given a copy of the Prospectus (as amended or supplemented) in addition to any liability which case where such delivery of the Company may otherwise haveProspectus (as amended or supplemented) was required by the Securities Act. The Company will shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section section 15 of the Securities Act or Section section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities, if requested. This indemnity agreement shall be in addition to any liability which the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless indemnify, to the full extent permitted by law, each holder Holder, each of Registrable Securities, its officers, directors, employees and Agents partners, and each Person who controls such holder Holder within the meaning of either Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act (each such person being sometimes hereinafter referred to as an a "Stockholder Indemnified HolderParty") from against any and against all losses, claims, damages, liabilities and expenses or expenses, joint or several (including reasonable costs collectively, "Damages") to which they or any of investigation and legal expensesthem may become subject: (i) arising under the Securities Act, the Exchange Act, or otherwise, insofar as such Damages (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement registration statement, prospectus, preliminary prospectus or Prospectus, in any amendment or supplement thereto or in to any preliminary prospectusof the foregoing, or arising arise out of or are based upon 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; or (ii) as a result of or in connection with any violation of applicable Federal, except insofar state or foreign laws or regulations (collectively, "Laws") by the Company (other than as a result of any act committed by or omission of a Stockholder Indemnified Party without the Company's approval) or any of the Company's employees, officers or directors in connection with any such lossesregistration; PROVIDED, claimsHOWEVER, damages, liabilities or expenses arises that the Company will not be liable if any such Damages arise out of or are based upon any such untrue statement or alleged untrue statement or omission or allegation thereof based alleged omission made therein in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such holder expressly Stockholder Indemnified Party in a signed document stating that such information is specifically for use therein; providedPROVIDED, howeverFURTHER, that the Company shall not be liable in any such case foregoing indemnity is subject to the extent that condition that, insofar as it related to any such lossuntrue statement, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected made in an amendment a preliminary prospectus but eliminated or supplement remedied in the final prospectus (filed pursuant to Rule 424(b) under the Securities Act), such indemnity shall not inure to the benefit of the Holders from whom the Person asserting any Damages purchased the Registrable Securities which are the subject thereof, if copies of such final prospectus were delivered to such Registration Statement Holder on a timely basis and such Holder did not deliver to such Person the final prospectus with or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the written confirmation for the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from Securities to such holderPerson. The indemnity will be in addition to any liability which In connection with an underwritten offering, the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) underwriters thereof to the same extent as provided above with respect to the indemnification of Stockholder Indemnified Parties and use their reasonable best efforts to obtain a reciprocal and mutual indemnity from the underwriters. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Stockholder Indemnified Holders Party and shall survive any transfer by the same of the Registrable SecuritiesSecurities of the Holders.

Indemnification by Company. The Company agrees to will indemnify and hold harmless each holder of Registrable SecuritiesUnderwriter for and against any losses, its officersdamages or liabilities, directorsjoint or several, employees and Agents and each Person who controls to which such holder within Underwriter may become subject, under the meaning of either Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act (each otherwise, insofar as such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions or claims in respect thereof) arising arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Preliminary Prospectus, in the Registration Statement, the Prospectus, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar and will reimburse each Underwriter for any legal or other expenses incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred (including such losses, claims, damages, liabilities or expenses arises out to the extent of or are based upon the aggregate amount paid in settlement of any such untrue statement action or omission or allegation thereof based upon information furnished in writing claim provided that (subject to Section 6(c) hereof) any such settlement is effected with the Company by or on behalf written consent of such holder expressly for use thereinthe Company); provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, or any such amendment, in reliance upon and in conformity with the Underwriter Information; and provided, further, that the Company shall not be liable in any such Registration Statement or case under the indemnity agreement in this Section 6(a) with respect to any Preliminary Prospectus or preliminary prospectusthe Prospectus, to the extent that any such losses, damages or liabilities result from the fact that the Underwriter sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus or of the Prospectus as then amended or supplemented (excluding any Incorporated Documents) in any case where such delivery is required by the 1933 Act if such the Company has previously furnished copies thereof to the Underwriter and the loss, claim, liability, expense or damage of the Underwriter results from an untrue statement or statement, alleged untrue statement, omission or alleged omission is completely of a material fact contained (x) in a Preliminary Prospectus which was corrected in the Prospectus, or (y) in the Prospectus which was corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderthereto. The foregoing indemnity will agreement shall be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. The Company agrees to indemnify indemnify, to the full extent permitted by law, each Seller, and hold harmless each holder any of Registrable Securities, its their officers, directors, employees and Agents partners, and each Person who controls such holder Seller within the meaning of either Section 15 of the Securities Act or and Section 20 20(a) of the Exchange Act (each such person being sometimes hereinafter referred to as an a "Shareholder Indemnified HolderParty") from against any and against all losses, claims, damages, liabilities and expenses or expenses, joint or several (including reasonable costs collectively, "Damages") to which they or any of investigation and legal expensesthem may become subject: (i) arising under the Securities Act, the Exchange Act, or otherwise, insofar as such Damages (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement registration statement, prospectus, preliminary prospectus or Prospectus, in any amendment or supplement thereto or in to any preliminary prospectusof the foregoing, or arising arise out of or are based upon 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; or (ii) as a result of or in connection with any violation of applicable Federal, except insofar state or foreign laws or regulations (collectively, "Laws") by the Company (other than as a result of any act committed by or knowing omission of a Shareholder Indemnified Party without the Company's approval) or any of the Company's employees, officers or directors in connection with any such lossesregistration; provided, claimshowever, damages, liabilities or expenses arises that the Company will not be liable if any such Damages arise out of or are based upon any such untrue statement or alleged untrue statement or omission or allegation thereof based alleged omission made therein in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such holder expressly Shareholder Indemnified Party in a signed document stating that such information is specifically for use therein; provided, howeverfurther, that the Company shall not be liable in any such case foregoing indemnity is subject to the extent that condition that, insofar as it related to any such lossuntrue statement, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected made in an amendment a preliminary prospectus but eliminated or supplement remedied in the final prospectus (filed pursuant to Rule 424(b) under the Securities Act), such indemnity shall not inure to the benefit of the Sellers from whom the Person asserting any Damages purchased the Registrable Securities which are the subject thereof, if copies of such final prospectus were delivered to such Registration Statement Seller on a timely basis and such Seller did not deliver to such Person the final prospectus with or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the written confirmation for the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from Securities to such holderPerson. The indemnity will be in addition to any liability which In connection with an underwritten offering, the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) underwriters thereof to the same extent as provided above with respect to the indemnification of Shareholder Indemnified Parties and use its reasonable best efforts to obtain a reciprocal and mutual indemnity from the underwriters. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Shareholder Indemnified Holders Party and shall survive any transfer by the same of the Registrable SecuritiesSecurities of the Sellers.

Indemnification by Company. The Company agrees to indemnify and hold harmless indemnify, to the fullest extent permitted by law, each holder Holder of Registrable Securities, its officers, directors, employees and Agents Registerable Securities and each Person who controls such holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each Act) such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Holder against all lossesloses, claims, damages, liabilities and expenses (including reasonable costs of in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation and legal expenses) arising out of or inquiry, in each case caused by or based upon on any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement registration statement, prospectus or Prospectus, in preliminary prospectus or any amendment thereof or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or arise out of any violation by the Company of any rules or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, except insofar as such losses, claims, damages, liabilities or expenses arises out of or the same are based upon (i) contained in any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder Holder expressly for use therein; provided, however, that (ii) caused by such Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto; or (iii) caused by such Holder’s failure to discontinue disposition of shares after receiving notice from the Company shall not be liable in any such case pursuant to the extent that any such lossSection 3.3 hereof. In connection with an underwritten offering, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, will indemnify such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Registerable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each holder of Registrable SecuritiesParticipating Holder or Piggyback Holder as the case may be, its such holder's officers, directors, partners and employees and Agents and each Person person who controls such holder (within the meaning of either Section 15 the 1933 Xxx) xxd each underwriter, if any (including any broker or dealer which may be deemed an underwriter) and each person who controls any underwriter of the Registrable Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities liabilities, costs (including, without limitation, reasonable attorney's fees) and expenses caused by (including reasonable costs of investigation and legal expensesi) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in any preliminary prospectus or any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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, except insofar as such losses, claims, damages, liabilities or expenses arises out of or the same are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder holder, expressly for use therein; provided, however, that or (ii) any violation by the Company shall not be liable in of any such case federal, state or common law, rule or regulation applicable to the extent that Company in connection with any such lossRegistration Statement, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or any preliminary prospectus, if or any amendment or supplement thereto, and shall reimburse, as incurred, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement or statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus which is completely corrected eliminated or remedied in an any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such final Prospectus or amendment or supplement thereto had been made available to such Registration Statement indemnified party and was not sent or given by such indemnified party at or prior to the time such action is required of such indemnified party by the 1933 Act and if delivery of such Prospectus or preliminary prospectus amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 4(a) shall remain in full force and if, having previously been furnished effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company with copies permitted transfer of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. The Company agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each holder Holder and each Person who controls such Holder (within the meaning of Registrable Securitiesthe Securities Act), its and each of their respective partners, members, officers, directors, employees and Agents agents (collectively, the “Company Indemnified Persons”), against any and each Person who controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities liabilities, reasonable attorneys fees, costs or expenses and costs and expenses of investigating and defending any such claim (including reasonable costs of investigation collectively, “Damages”), joint or several, and legal expensesany action in respect thereof to which any such Company Indemnified Person may become subject under the Securities Act or otherwise, insofar as such Damages (or proceedings in respect thereof) arising arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in any amendment preliminary Prospectus or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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, except insofar as such losses, claims, damages, liabilities the same are caused by or expenses arises out of or are based upon contained in any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder Holder expressly for use therein, and shall promptly reimburse each Company Indemnified Person for any legal and other expenses reasonably incurred by that Company Indemnified Person in investigating or defending or preparing to defend against any such Damages or proceedings; provided, however, that the Company shall not be liable in any such case to the extent that any such Damages arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such offering does not involve an underwriter, (ii) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense arises after the Company had timely furnished such Holder with a sufficient number of copies of the same and (iii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and provided, further, that the Company shall not be liable in any such case to the extent that any such Damages arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectusthe Prospectus, if (x) such offering does not involve an underwriter, (y) such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder and (z) the Holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, supplemented prior to or concurrently with the sale of a the Registrable Security Securities to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which after the Company may otherwise havehad furnished such Holder with a sufficient number of copies of the same. The Company will also agrees to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesHolders.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Purchaser (which term shall include for purposes of this Section 11, each holder director, officer, agent or employee of Registrable Securities, its officers, directors, employees and Agents and each Person Purchaser or person who controls such holder the Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"Act) from and against all any losses, claims, damagesdamages or liabilities, liabilities and expenses joint or several (including reasonable costs in settlement of investigation and legal expensesany litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based directly or indirectly, in whole or in part, upon (i) any material inaccuracy in the representations and warranties of the Company contained herein and not qualified as to materiality or any inaccuracy in the representations and warranties of the Company contained herein and qualified as to materiality, (ii) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Registration Statement or Preliminary Prospectus, in the Prospectus, the Proxy Statement, or any amendment or supplement thereto or in any preliminary prospectus, or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon and (iii) any such untrue statement other act or omission of the Company, its officers or allegation thereof based upon information furnished directors, or any alleged act or omission, and will reimburse the Purchaser for any legal or other expenses reasonably incurred by it in writing to the Company by connection with investigating or on behalf of defending against such holder expressly for use thereinloss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such any such case to the extent that any such loss, claim, damage, liability or expense action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Proxy Statement, or any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement supplement, in reliance upon and in conformity with written information furnished to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of by the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating Purchaser specifically for use in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiespreparation thereof.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless the Holders, each holder underwriter of Registrable Securitiesthe Restricted Shares, its officersif any, directors, employees and Agents and each Person other person, if any, who controls such holder any of the foregoing persons, within the meaning of either Section 15 the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or Section 20 of the Exchange Act (each otherwise, insofar as such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) arising arise out of or are based upon any untrue statement or alleged an untrue statement of a material fact contained in any the Registration Statement under which such Restricted Shares were registered under the Securities Act, any final prospectus contained therein, or Prospectus, in any amendment or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon any omission or alleged the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any final prospectus, necessary to make the statements therein in light of the circumstances under which they were made, not misleading; and shall reimburse the Holders, except insofar as such losses, claims, damages, liabilities underwriter and each such controlling person for any legal or any other expenses arises out reasonably incurred by any of them in connection with investigating or are based upon defending any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinaction; provided, however, that the Company shall not be liable in obligated to so indemnify the Holders, any such case to the extent that underwriter or any such losscontrolling person insofar as such losses, claimclaims, damage, liability damages or expense arises liabilities arise out of or is are based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in any such said Registration Statement Statement, said final prospectus or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an said amendment or supplement to in reliance upon and in conformity with information furnished in writing by the Holders or any such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating underwriter for use in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiespreparation thereof.

Indemnification by Company. The Company agrees will, to the maximum extent permitted by law, indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and Agents the Investors and each Person person, if any, who controls such holder an Investor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Act, against all any losses, claims, damages, or liabilities, joint or several, to which such Investor or such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) arising out of or based upon are caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any Registration Statement prospectus contained therein, or Prospectus, in any amendment or supplement thereto or in any preliminary prospectusthereof, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as ; and will reimburse such losses, claims, damages, liabilities Investor and each such controlling person for any legal or other expenses arises out of incurred by such Investor or are based upon such controlling person in connection with investigating or defending against any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinaction; provided, however, that the Company shall company will not be liable in any such case to any Investor or its controlling person(s) to the extent that any such loss, claim, damage, expense or liability arises out of, or expense is based upon, an untrue statement or alleged untrue statement or omission or alleged omission so made in conformance with information that has been furnished in writing by such Investor in accordance with Section 6; provided, however that the Company shall not be required to provide such indemnification if such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus and if, in respect to such Registration Statement or Prospectus or preliminary prospectusstatement, if such untrue statement alleged statement, omission or alleged untrue omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission is completely corrected in an amendment and a copy of such final prospectus had not been sent or supplement given at or prior to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf the confirmation of the Company sale with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails respect to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting which such loss, claim, damage, expense or liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesrelates.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless each holder of Registrable Securities, its Underwriter and their respective officers, directors, employees and Agents agents against any and each Person who controls all loss, claim, damage or liability, joint or several, to which such holder within the meaning of either Section 15 of Underwriter or such person ("covered person") may become subject, under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such loss, claim, damage, or liability (each such person being sometimes hereinafter referred to as an "Indemnified Holder"or action with respect thereto) from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising arises out of or is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by the Company; (c) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof; (d) any untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto, or (ii) in any application or other document, executed by the Company specifically for such application or based upon written information furnished by the Company, filed in order to qualify the Securities under the securities laws of the states where filings were made (any such application, document, or information being hereinafter called "Blue Sky Application"); or (e) the omission or alleged omission to state in the Registration Statement or Statement, any Preliminary Prospectus, in the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar ; and shall reimburse each Underwriter or covered person for any legal or other reasonable expenses incurred by such Underwriter or covered person in connection with investigating or defending against or appearing as such losses, claims, damages, liabilities or expenses arises out of or are based upon a third-party witness in connection with any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in writing to which case the Company by or on behalf of such holder expressly for use thereinperson receiving them shall promptly refund them; provided, however, except that the Company shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage, or liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected reliance upon and in an amendment or supplement conformity with written information furnished to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished the Company through the Representative by or on behalf of any Underwriter specifically for use in the Company with copies preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or preliminary prospectus as so amended any amendment or supplementedsupplement thereto, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesBlue Sky Application.

Indemnification by Company. The In connection with any registration pursuant to this Restated Agreement, the Company agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each holder Holder of Registrable SecuritiesSecurities included in a registration pursuant to this Restated Agreement, its such Holder's officers, directors, partners and employees and Agents and each Person person who controls such holder (within the meaning of either Section 15 the Securities Act) and each underwriter, if any (including any broker or dealer which may be deemed an underwriter) and each person who controls any underwriter of the Registrable Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities liabilities, and expenses caused by (including reasonable costs of investigation and legal expensesi) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in any preliminary prospectus or any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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, except insofar or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse, as incurred, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such lossesclaims; provided, claimsthat the indemnity agreement contained in this subsection (a) shall not apply to amounts paid in settlement of any such loss, damagesclaim, liabilities damage, liability, or expenses action if such settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld), nor shall the Company be liable to the extent any loss, claim, damage, liability or action arises out of or are is based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by any Holder, underwriter or on behalf of such holder controlling person expressly for use therein; provided, however, that the Company shall not be liable in any connection with such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesregistration.

Indemnification by Company. The To the extent permitted by law, -------------------------- the Company agrees to will indemnify and hold harmless each holder Holder, each of Registrable Securities, its officers, directors, employees shareholders, employees, representatives and Agents partners, and each Controlling Person who controls of such holder within the meaning Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each Controlling Person of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and any underwriter, against all lossesexpenses, claims, damageslosses, damages or liabilities and expenses (or actions in respect thereon, including reasonable costs any of the foregoing incurred in any investigation and legal expenses) or inquiry or in any settlement of any litigation commenced or threatened, arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement registration statement, prospectus, offering circular or Prospectusother document, in or any amendment or supplement thereto thereto, incident to any such registration, qualification or in any preliminary prospectuscompliance, or arising out of or based upon 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 therein, in light of the circumstances in which they were made, not misleading, except insofar as such lossesor any violation by the Company of the Securities Act, claimsthe Exchange Act, damagesor any state securities law, liabilities or expenses arises out of any rule or are based upon regulation promulgated under the Securities Act, the Exchange Act or any such untrue statement or omission or allegation thereof based upon information furnished in writing state securities law applicable to the Company by in connection with any such registration, qualification or on behalf compliance, and the Company will reimburse each such Holder, each of its officers, directors, shareholders, employees, representatives and partners, and each such holder expressly Controlling Person, each such underwriter and each such Controlling Person of any such underwriter, for use thereinany legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; provided, however, that the Company indemnity agreement contained in this Section 6.1 shall not be liable (i) apply to amounts paid in any such case to the extent that settlement of any such loss, claim, damage, liability liability, or expense action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); (ii) apply to any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any connection with such Registration Statement or Prospectus or registration statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter, or controlling person; or (iii) inure to the benefit of any underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Registrable Securities which are the subject thereof (or to the benefit of any person controlling such underwriter) with respect to a preliminary prospectus or final prospectus if such underwriter (if required by the Act) failed to send or give a copy of the most recent prospectus, if the most recent prospectus furnished by the Company shall correct the untrue statement or alleged untrue statement, statement or omission or alleged omission which is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf the basis of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability liability, or expense who purchased action for which indemnification is sought, to such person at or prior to the written confirmation of the sale of such Registrable Security which is the subject thereof from Securities to such holderperson. The This indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless each holder of Registrable Securitiesthe Holders, its each of the Holder's respective partners, officers, directors, employees employees, heirs, successors, assigns and Agents agents, and each Person Person, if any, who controls such holder any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (each such person being sometimes hereinafter referred to as an "Indemnified Holder") ), from and against any and all losses, claims, damages, liabilities and expenses (or actions, proceedings or settlements with respect thereto) including reasonable costs of investigation and legal fees and expenses, (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, Prospectus (or in any amendment or supplement thereto or in any preliminary prospectus) or any document relating thereto, or (ii) arising out of or based upon 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, except insofar as or (iii) arising out of or based upon any violation by the Company of the Act or any rule or regulation thereunder applicable to the Company and the relating action or inaction required of the Company in connection therewith, and the Company will reimburse each Holder, each of its partners, officers, directors, employees, heirs, successors, assigns and agents, and each person controlling such Holder, for any and all legal and other expenses reasonably incurred in connection with investigating, defending or settling such loss, claim, damage or liability. Notwithstanding the above, this indemnity and duty to defend shall not apply to any Holder to the extent that such losses, claims, damages, liabilities or expenses arises arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder Holder expressly for use therein; providedin any Registration Statement or Prospectus, howeveror any amendment or supplement thereto, that or any preliminary prospectus, or given supplementally to the SEC, the National Association of Securities Dealers, any exchange or state securities regulators. Further, the Company shall not be liable nor have any duty to defend in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Registration Statement Indemnified Holder failed to send or deliver a copy of the Prospectus with or preliminary prospectusprior to the delivery of written confirmation of the sale of Registrable Securities, and (ii) the Prospectus would have completely corrected such untrue statement or omission. Further, the Company shall not be liable nor have any duty to defend in any case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or the Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder Indemnified Holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderIndemnified Holder. The This indemnity will be in addition to any liability which the Company may otherwise have. This indemnify shall not apply to any amount paid or incurred in settlement without the express written consent of the Company, which consent shall not be unreasonably withheld. Each Indemnified Holder shall give prompt written notice to the Company after it has actual knowledge of any claim in respect of which indemnity may be sought from the Company hereunder. In such notice, an Indemnified Holder may in its discretion demand indemnification, in which case the Company shall assume the defense thereof at the Company's expense, provided that counsel for the Company shall be satisfactory to such Indemnified Holder (whose approval shall not be unreasonably withheld). The failure of any Indemnified Holder to give notice as provided herein shall not relieve the Company of any of its obligations hereunder to the extent such failure is not prejudicial. If the Company assumes the defense in such action, such Indemnified Holder shall retain the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Holder unless (i) the Company has expressly agreed in writing to pay such fees and expenses, or (ii) the Company shall have a duty to assume the defense of such action or proceeding and has failed to do so and failed to employ counsel satisfactory to such Indemnified Holder in any such action or proceeding as required hereunder, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Holder and the Company, and such Indemnified Holder shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Holder which are different from or additional to those available to the Company and which conflict with those of the Company. In all circumstances, if the Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the obligation to assume the defense of such action or proceeding on behalf of such Indemnified Holder; it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder, which firm shall be designated in writing by such Indemnified Holder and shall be subject to approval of the Company, which approval shall not be unreasonably withheld. The Company will also shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Company agrees to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers hold harmless such Indemnified Holder from and directors and each Person who controls against any loss or liability by reason of such Persons (within the meaning of Section 15 of the Securities Act settlement or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesjudgment.

Indemnification by Company. The Company agrees to indemnify and indemnify, hold harmless and reimburse, to the fullest extent permitted by law, each holder of Registrable SecuritiesHolder, its partners, officers, directors, employees employees, advisors, representatives and Agents agents, and each Person person, if any, who controls such holder Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from Act, against any and against all losses, penalties, liabilities, claims, damagesdamages and expenses, liabilities joint or several (including, without limitation, reasonable attorneys’ fees and any expenses and reasonable costs of investigation), as incurred, to which the Holders or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, penalties, liabilities, claims, damages and expenses (including reasonable costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statements under which such Registrable Securities were registered and sold under the Securities Act, any Registration Statement preliminary prospectus, final prospectus, free writing prospectus or Prospectussummary prospectus contained therein, in or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except insofar as misleading or any violation of the Securities Act or state securities laws or rules thereunder by Company relating to any action or inaction by Company in connection with such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinregistration; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, penalty, liability, claim, damage, liability damage (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statements, any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statementfinal prospectus, omission or alleged omission is completely corrected in an summary prospectus, amendment or supplement in reliance upon and in conformity with written information about a Holder which is furnished to Company by such Holder specifically for use in such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderStatements. The This indemnity will shall be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers Such indemnity shall remain in full force and similar effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities industry professionals participating in the distribution, their officers and directors and each Person who controls by such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesHolder.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, officers and employees and Agents and each Person person, if any, who controls such holder any Holder within the meaning of either Section 15 the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Registrable Securities), to which that Holder, officer, employee or controlling person may become subject, under the Securities Act or Section 20 of the Exchange Act otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (each such person being sometimes hereinafter referred to as an "Indemnified Holder"i) from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectuspreliminary prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any (ii) the omission or alleged omission to state therein a in any Registration Statement, Prospectus or preliminary prospectus, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar and shall reimburse each Holder and each such officer, employee and controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Holder, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinincurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, Prospectus, preliminary prospectus or in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement in reliance upon and in conformity with the written information furnished to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished the Company by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderany Holder specifically for inclusion therein. The foregoing indemnity will agreement shall be in addition to any liability which the Company may otherwise havehave to any Holder or to any officer, employee or controlling person of that Holder. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (i) to the same extent as provided above with respect to the indemnification of the Indemnified Holders each Holder of Registrable SecuritiesSecurities and (ii) is customarily required of issuers by such underwriters.

Indemnification by Company. The Company agrees to indemnify hereby indemnifies, holds harmless and hold harmless each holder of Registrable Securitiesdefends the Members, its officersthe Managers and the Representatives (each, directors, employees and Agents and each Person who controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"“Indemnitee”) from and against all lossesany loss, claimsexpense, damages, liabilities and expenses damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of investigation and legal expensesany actual or threatened action, proceeding or claim) arising out by reason of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, or arising out of (a)(i) their activities on behalf of the Company or based upon any omission or alleged omission in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out third party lenders in respect of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the Company any liability under Non-Recourse Carveout Guaranties triggered as a result of such Indemnitee’s breach thereof), (ii) their status as Members, Managers or Representatives of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if (b) the Indemnitee’s acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct. Reasonable expenses incurred by the Indemnitee in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such holder expressly for use therein; providedPerson to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, however, that which undertaking shall be an unlimited general obligation of the Company shall indemnified party but need not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiessecured.

Indemnification by Company. The In the event of any registration of any of its securities under the Securities Act pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless each holder Holder requesting or joining in a registration of Registrable Securitiessuch securities, each of its officers, directorsdirectors and partners and such Holder's legal counsel and accountants, employees and Agents each underwriter (as defined in the Securities Act) and each Person who controls such holder controlling person of each of the foregoing, if any, (within the meaning of either Section 15 the Securities Act) against any losses, claims, damages or liabilities, joint or several (or actions in respect thereof), including any of the foregoing incurred in the settlement of any litigation, commenced or threatened, to which any of them may be subject under the Securities Act or Section 20 of the Exchange Act (each any other statute or at common law, insofar as such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) arising arise out of or based upon (A) any untrue statement (or alleged untrue statement statement) of a any material fact contained in any offering circular or Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus or Prospectusfinal prospectus contained therein, or any summary prospectus issued in connection with any securities being registered, or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of any other document, or based upon (B) 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, except insofar as such lossesor (C) any violation by the Company of the Securities Act or any Blue Sky law or any other statute or common law, claimsor any rule or regulation promulgated under the Securities Act or any Blue Sky law or any other law, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing applicable to the Company in connection with any such registration, qualification or compliance, and shall reimburse each such person entitled to indemnification under this subsection (a) for any legal or other expenses reasonably incurred by such person in connection with investigating or on behalf defending any such loss, claim, damage, liability or action including if requested by Holders holding a majority of the Common Stock included in the registration, the fees and disbursements of separate counsel designated by Holders holding a majority of such holder expressly for use thereinCommon Stock; provided, however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made in any such offering circular, Registration Statement or Prospectus or Statement, preliminary prospectus, if such untrue statement summary prospectus, prospectus, or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement thereto, or any other document, in reliance upon and in conformity with written information furnished to the Company by such Registration Statement or Prospectus or preliminary prospectus person, specifically for use therein. The indemnity provided for herein shall remain in full force and if, having previously been furnished effect regardless of any investigation made by or on behalf of the Company with copies person seeking indemnification and shall survive transfer of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver securities by such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesHolder.

Indemnification by Company. The Company agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each holder Holder and each Person who controls such Holder (within the meaning of Registrable Securitiesthe Securities Act), its and each of their respective partners, members, officers, directors, employees and Agents agents (collectively, the "Company Indemnified Persons"), against any and each Person who controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities liabilities, reasonable attorneys fees, costs or expenses and costs and expenses of investigating and defending any such claim (including reasonable costs of investigation collectively, "Damages"), joint or several, and legal expensesany action in respect thereof to which any such Company Indemnified Person may become subject under the Securities Act or otherwise, insofar as such Damages (or proceedings in respect thereof) arising arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or Prospectus, in any amendment preliminary Prospectus or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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, except insofar as such losses, claims, damages, liabilities the same are caused by or expenses arises out of or are based upon contained in any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder Holder expressly for use therein, and shall promptly reimburse each Company Indemnified Person for any legal and other expenses reasonably incurred by that Company Indemnified Person in investigating or defending or preparing to defend against any such Damages or proceedings; provided, however, that the Company shall not be liable in any such case to the extent that any such Damages arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such offering does not involve an underwriter, (ii) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense arises after the Company had timely furnished such Holder with a sufficient number of copies of the same and (iii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and provided, further, that the Company shall not be liable in any such case to the extent that any such Damages arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectusthe Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. The Company agrees hereby indemnifies, holds harmless and defends the Members, the Managing Member, Representatives, the officers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to indemnify any judgment, award, settlement, reasonable attorneys’ fees and hold harmless each holder other costs or expenses incurred in connection with the defense of Registrable Securitiesany actual or threatened action, proceeding or claim) by reason of or arising out of (i) their activities on behalf of the Company or in furtherance of the interests of the Company, (ii) their status as Members, Managing Members, representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party and only to the extent such actions or omissions do not accelerate any loan (including the Loan) or trigger liability thereunder. For the purposes of this Section4.2, officers, directors, employees and Agents and each Person other representatives of Affiliates of a Member who controls are functioning as representatives of such holder within Member in connection with this Agreement shall be considered representatives of such Member for the meaning purposes of either Section 15 this Article IV. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the Securities Act or Section 20 final disposition of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of or based proceeding upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to receipt by the Company of (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such holder expressly for use therein; providedPerson to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, however, that which undertaking shall be an unlimited general obligation of the Company shall indemnified party but need not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiessecured.

Indemnification by Company. The Company agrees to indemnify indemnify, defend and hold harmless each holder of Registrable Securitiesthe Placement Agent, its officersagents, directorsmanagers, employees and Agents members, representatives, guarantors, sureties and each Person person who controls such holder the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (each such person being sometimes hereinafter referred to as an "Indemnified HolderPersons") from and against any and all losses, claims, damages, liabilities or expenses, joint or several, (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons) which they or any of them may incur under the Act, or any state securities law and the Rules and Regulations or the rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse such Indemnified Persons for any legal or other expense (including the cost of any investigation and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement the Memorandum, the SEC Filings, or Prospectus, in any amendment or supplement thereto thereto, or any authorized sales literature or any application or other document filed with the Commission or in any preliminary prospectusstate or other jurisdiction in order to obtain and exemption from the securities registration requirements for the Units under the securities laws thereof, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as or the failure to comply with the security registration requirement of the Act or any applicable state law; provided, however, that the indemnity agreement contained in this Section 7.01 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to any Indemnified Persons in respect of any such losses, claims, damages, liabilities or expenses arises actions arising out of or are based upon any such untrue statement or alleged untrue statement, or any such omission or allegation thereof based alleged omission, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of such holder expressly Indemnified Persons specifically for use therein; provided, however, that in connection with the Company shall not be liable in preparation of the Memorandum or any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which thereto. This indemnity agreement is the subject thereof from such holder. The indemnity will be in addition to any other liability which that the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) have to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.Persons. Daybreak Oil and Gas, Inc. June 28, 2006

Indemnification by Company. The In the event of any registration of any securities of the Company agrees to under the Securities Act, the Company will indemnify and hold harmless each holder the seller of Registrable Securitiesany Holder Securities covered by such registration statement, its directors and officers, directors, employees and Agents and each Person other Person, if any, who controls such holder seller within the meaning of either Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller or any such director or officer or controlling Person may become subject under the Securities Act or Section 20 of the Exchange Act (each otherwise, insofar as such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damagesdamages or liabilities (or actions or proceedings, liabilities and expenses (including reasonable costs of investigation and legal expenseswhether commenced or threatened, in respect thereof) arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or Prospectussummary prospectus contained therein, in or any amendment or supplement thereto or in any preliminary prospectusthereto, or arising out of or based upon 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, except insofar as and the Company will reimburse such lossesseller and each such director, claims, damages, liabilities officer and controlling Person for any legal or any other expenses arises out of reasonably incurred by them in connection with investigating or are based upon defending any such untrue statement loss, claim, liability, action or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinproceeding; providedPROVIDED, howeverHOWEVER, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense arises out of or is based upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement registration statement, said preliminary or Prospectus final prospectus or preliminary prospectussaid amendment or supplement in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such seller, specifically for use in the preparation thereof or (b) an untrue statement or alleged untrue statement, omission or alleged omission in a prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the prospectus or in the final prospectus, which amendment, supplement or final prospectus is delivered to such Registration Statement or Prospectus or preliminary prospectus seller and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary such seller thereafter fails to deliver such prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, supplemented prior to or concurrently with the sale of a Registrable Security registered Holder Securities to the Person asserting such loss, claim, damage, liability or expense who purchased expense. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Registrable Security which is seller or any such director. officer or controlling Person and shall survive the subject thereof from transfer of such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls by such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesseller.

Indemnification by Company. The Company agrees to indemnify and hold harmless each holder the Shareholder (and any controlling person of Registrable Securities, its officers, directors, employees and Agents and each Person who controls such holder the Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"Act) from against any and against all liability, obligations, fines, penalties, losses, settlements, damages, claims, damagesinterest, liabilities awards and judgments, costs and expenses (including reasonable costs of investigation and legal expensesattorneys' fees) arising (collectively, "Losses") insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any the S-3 Registration Statement or Prospectus, in any amendment prospectus contained therein (including any amendments or supplement thereto or in any preliminary prospectussupplements thereto), or arising arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, except insofar as that the Company shall not be liable to the extent that any such losses, claims, damages, liabilities or expenses arises Losses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with any such description of the plan of distribution of the Shares in the S-3 Registration Statement or Prospectus any prospectus contained therein (including any amendments or preliminary supplements thereto) provided in writing or approved in writing by the Shareholder, controlling person, or person appointed by the Shareholder to act on his behalf, specifically for use in the prospectus; and provided further, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected that the indemnification contained in an amendment or supplement this Section 3.5(a) with respect to such Registration Statement or Prospectus or preliminary any prospectus and if, having previously been furnished by or on behalf shall not inure to the benefit of the Company with copies Shareholder or any controlling person of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with Shareholder on account of any Losses arising from the sale of a Registrable Security to Shares by the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition Shareholder to any liability which person if a copy of an amended or supplemented prospectus furnished by the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls shall not have been delivered or sent to such Persons (person within the meaning of Section 15 of time required by the Securities Act and the regulations thereunder and such amended or Section 20 of supplemented prospectus would have cured the Exchange Act) defect giving rise to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiessuch Losses.

Indemnification by Company. The Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and Agents and each Person who controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") Investors from and against any and all lossesloss, claimsliability, damagescharge, liabilities claim, damage, and expense whatsoever (which shall include, for all purposes of this SECTION 1(J), but not be limited to, reasonable attorneys' fees and any and all reasonable expenses (including reasonable costs whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of investigation any claim or litigation), as and legal expenses) when incurred, arising out of of, based upon, or based upon in connection with any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statement registration statement, preliminary prospectus, or Prospectusfinal prospectus (as from time to time amended and supplemented), in or any amendment or supplement thereto thereto, relating to the sale of any of the Registrable Shares or (B) in any preliminary prospectus, Application or arising out other document or communication (in this SECTION 1(J) collectively called an "Application") executed by or on behalf of or the Company and based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Registrable Shares under the Securities Act or blue sky laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, except insofar as unless such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based was made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of Investors for inclusion in any registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any Application, as the case may be. If any action is brought against Investors in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, Investors shall promptly notify the Company in writing of the institution of such holder expressly for use therein; providedaction (the failure to notify the Company within a reasonable time of the commencement of any such action, howeverto the extent prejudicial to the Company's ability to defend such action, shall relieve the Company of liability to Investors pursuant to this SECTION 1(J) and the Company shall promptly assume the defense of such action, including the employment of counsel, provided that Investors shall have the right to employ his or her own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Investors unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or Investors shall have reasonably concluded that there may be one or more legal defenses available to him or her which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of Investors. Notwithstanding anything in this SECTION 1(J) to the contrary, the Company shall not be liable in for any settlement of any such case claim or action effected without its written consent. The Company shall not, without the prior written consent of Investors, settle or compromise any action, or permit a default or consent to the extent that entry of judgment in or otherwise seek to terminate any pending or threatened action, in respective of which indemnity may be sought hereunder, unless such losssettlement, claimcompromise, damageconsent, or termination includes an unconditional release of Investors from all liability or expense arises out in respect of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement action. The Company agrees promptly to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf notify Investors of the commencement of any litigation or proceedings against the Company with copies or any of the Prospectus its officers or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently directors in connection with the sale of a any Registrable Security to the Person asserting such lossShares or any preliminary prospectus, claimprospectus, damageregistration statement, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition amendment or supplement thereto, or any Application relating to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning sale of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of any Registrable SecuritiesShares.

Indemnification by Company. The Company agrees to shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each holder of Registrable SecuritiesHolder, its the officers, directors, members, partners, agents, brokers (including brokers who offer and 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 Agents and any other Persons with a functionally equivalent role of a Person holding such tides, notwithstanding a lack of such title or any other title) of Holder, each Person who controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon 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, except insofar as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents 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 such controlling Person, to the same fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"), as provided above incurred, arising out of or relating to (1) any untrue or alleged untrue 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, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (2) any violation or alleged violation by Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with respect the performance of its obligations under this Agreement, except to the indemnification extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding Holder furnished in writing to Company by Holder expressly for use therein, or to the extent that such information relates to Holder or Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the Indemnified Holders type specified in Section 3(d)(iii)-(vi), the use by Holder of Registrable Securitiesan outdated, defective or otherwise unavailable Prospectus after Company has notified Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt by Holder of the Advice contemplated in Section 6(d). Company shall notify the Holder promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which Company is aware.

Indemnification by Company. The Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesAgent, its officers, directors, employees and Agents each Joint Lead Arranger and each Person who controls such holder within the meaning Lender, and each Related Party of either Section 15 any of the Securities Act or Section 20 of the Exchange Act foregoing Persons (each such person Person being sometimes hereinafter referred to as called an "Indemnified Holder"“Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and expenses (related expenses, including reasonable costs the fees, charges and disbursements of investigation and legal expenses) any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectusof, in connection with, or as a result of (i) the execution or delivery of this Agreement or any amendment agreement or supplement thereto instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use or intended use of the proceeds therefrom or any Letter of Credit or the use or intended use thereof, (iii) any transfer, sale, delivery, surrender or endorsement of any draft, demand, certificate or other document presented under any Letter of Credit, (iv) any independent undertakings issued by the beneficiary of any Letter of Credit, (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) regarding any Letter of Credit or error in computer transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of any Letter of Credit, (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the fraud, forgery or illegal action of parties other than the Indemnitees with respect to any Letter of Credit, (ix) the enforcement of this Agreement or any rights or remedies under or in connection with any preliminary prospectusLetter of Credit Document or (x) any actual or prospective claim, litigation, investigation or arising out proceeding relating to any of the foregoing, whether based on contract, tort or based upon any omission other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or alleged omission any of its Subsidiaries); Four-Year Credit Agreement provided that such indemnity shall not, as to state therein a material fact required any Indemnitee, be available to be stated therein or necessary to make the statements therein not misleading, except insofar as extent that such losses, claims, damages, liabilities or related expenses arises out are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or are based upon wilful misconduct of such Indemnitee or (y) any such untrue statement action, suit, proceeding or claim solely among Indemnitees that does not involve an act or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies or any of its Subsidiaries, other than any such action, suit, proceeding or claim against the Prospectus Administrative Agent, the Syndication Agent, any Co-Documentation Agent or preliminary prospectus any Joint Lead Arranger in its capacity, or in fulfilling its role, as so amended Administrative Agent, Syndication Agent, Co-Documentation Agent or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderJoint Lead Arranger under this Agreement. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of This Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above shall not apply with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesTaxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

Indemnification by Company. The In consideration of each Investor’s execution and delivery of this Agreement and its acquisition of the Securities hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Registration Rights Agreement, the Warrants, the Convertible Notes and the Security Documents, the Company agrees to will defend, protect, indemnify and hold harmless each Investor and each other holder of Registrable Securitiesthe Securities and all of their shareholders, its officers, directors, employees employees, advisors and Agents direct or indirect investors and each Person who controls such holder within the meaning of either Section 15 any of the Securities Act foregoing person’s agents or Section 20 of other representatives (including, without limitation, those retained in connection with the Exchange Act transactions contemplated by this Agreement) (each such person being sometimes hereinafter referred to as an "Indemnified Holder"collectively, the “Indemnitees ”) from and against any and all lossesactions, causes of action, suits, claims, damageslosses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (regardless of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable costs attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred or suffered by an Indemnitee as a result of, or arising out of, or relating to (a) any breach of investigation any representation or warranty made by the Company herein or in any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained herein or in any other certificate, instrument or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee and legal expenses) arising out of or based upon resulting from the execution, delivery, performance, breach or enforcement of this Agreement, the Registration Rights Agreement, the Warrants, the Convertible Notes or the Security Documents by the Company, (d) any untrue statement transaction financed or alleged untrue statement of a material fact contained to be financed in any Registration Statement or Prospectus, in any amendment or supplement thereto whole or in any preliminary prospectuspart, directly or arising out indirectly, with the proceeds of the issuance of the Securities or based upon any omission (e) the status of such Investor or alleged omission to state therein a material fact required to be stated therein or necessary to make holder of the statements therein not misleading, except insofar Securities as such losses, claims, damages, liabilities or expenses arises out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished an investor in writing to the Company by or on behalf of such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability status arises from actions or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished inaction by or on behalf of the Company with copies in violation of law. To the Prospectus or preliminary prospectus as so amended or supplementedextent that the foregoing undertaking by the Company is unenforceable for any reason, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security Company will make the maximum contribution to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers payment and similar securities industry professionals participating in the distribution, their officers and directors and satisfaction of each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable SecuritiesLiabilities that is permissible under applicable law.

Indemnification by Company. The In connection with each -------------------------- Registration Statement relating to disposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless each holder Holder and each underwriter of Registrable Securities, its officers, directors, employees and Agents Securities and each Person person, if any, who controls such holder Holder or underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) (each such person being sometimes hereinafter referred to as an collectively, "Holder Indemnified HolderParties") from against any and against all losses, claims, damagesdamages and liabilities, liabilities and expenses joint or several (including any reasonable costs investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of investigation and legal expenses) arising any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement Statement, prospectus or Prospectus, in preliminary prospectus or any amendment thereof or supplement thereto or in any preliminary prospectusthereto, or arising arise out of or are based upon 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; provided, except insofar as however, that such indemnity shall not inure -------- ------- to the benefit of any Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of Section 1 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages, damages or liabilities or expenses arises out arising from the sale of or are based upon any the Registrable Securities if such untrue statement or omission or allegation thereof based alleged untrue statement or omission was made in such Registration Statement, prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information furnished in writing to the Company by the Holder or on behalf of such holder expressly underwriter specifically for use therein; provided, however, that the Company . This indemnity agreement shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. The Company agrees will, to the maximum extent permitted by law, indemnify and hold harmless each holder of Registrable Securities, its officers, directors, employees and Agents the Investors and each Person person, if any, who controls such holder an Investor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Act, against all any losses, claims, damages, or liabilities, joint or several, to which such Investor or such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including reasonable costs of investigation and legal expensesor actions in respect thereof) arising out of or based upon are caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any Registration Statement prospectus contained therein, or Prospectus, in any amendment or supplement thereto or in any preliminary prospectusthereof, or arising out of or based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as ; and will reimburse such losses, claims, damages, liabilities Investor and each such controlling person for any legal or other expenses arises out of incurred by such Investor or are based upon such controlling person in connection with investigating or defending against any such untrue statement loss, claim, damage, liability or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder expressly for use thereinaction; provided, however, that the Company shall will not be liable in any such case to any Investor or its controlling person(s) to the extent that any such loss, claim, damage, expense or liability arises out of, or expense is based upon, an untrue statement or alleged untrue statement or omission or alleged omission so made in conformance with information that has been furnished in writing by such Investor in accordance with Section 6; provided, however that the Company shall not be required to provide such indemnification if such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus and if, in respect to such Registration Statement or Prospectus or preliminary prospectusstatement, if such untrue statement alleged statement, omission or alleged untrue omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission is completely corrected in an amendment and, if the Commission’s rules then require physical delivery of such prospectus, a copy of such final prospectus had not been sent or supplement given at or prior to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf the confirmation of the Company sale with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails respect to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting which such loss, claim, damage, expense or liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesrelates.

Indemnification by Company. The Company agrees to will indemnify each Holder, each of its officers and hold harmless each holder of Registrable Securitiesdirectors and partners and such Holder's legal counsel and independent accountants, its officers, directors, employees and Agents and each Person who controls person controlling such holder Holder within the meaning of either Section 15 of the Securities Act Act, with respect to any registration, qualification or compliance effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 20 15 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and Securities Act, against all lossesexpenses, claims, damageslosses, damages and liabilities and expenses (or actions in respect thereof), including reasonable costs any of investigation and legal expenses) the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement registration statement, prospectus, offering circular or Prospectusother document, in or any amendment or supplement thereto thereto, incident to any such registration, qualification or in any preliminary prospectuscompliance, or arising out of or based upon 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, except insofar as such losses, claims, damages, liabilities or expenses arises out any violation by the Company of any rule or are based upon any such untrue statement regulation promulgated under the Securities Act or omission the Exchange Act or allegation thereof based upon information furnished in writing other federal or state law applicable to the Company by and relating to action or on behalf inaction required of the Company in connection with any such holder expressly registration, qualification or compliance, and will reimburse each such Holder, each of its officers and directors and partners and such Holder's legal counsel and independent accountants, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for use thereinany legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; provided, however, that the Company shall will not be liable in any such case to the extent that any such claim, loss, claim, damage, liability or expense arises out of or is based upon an on any untrue statement or omission or alleged untrue statement or omission in a registration statement or alleged omission prospectus, made in reliance upon and in conformity with written information furnished to the Company by a Holder or underwriter specifically for use therein; provided, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such Registration Statement or Prospectus or preliminary prospectusuntrue statement, if such untrue statement or alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the Commission at the time the registration statement becomes effective or the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is completely no underwriter, if the untrue statement (or alleged untrue statement) or omission (or alleged omission) was corrected in an amendment or supplement to such Registration Statement or the Final Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf a copy of the Company with copies of Final Prospectus was not furnished to the Prospectus person asserting the loss, liability, claim or preliminary prospectus as so amended damage at or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting time such loss, claim, damage, liability or expense who purchased such Registrable Security which action is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of required by the Securities Act and the underwriter or Section 20 such Holder, as the case may be, was required by the Securities Act to furnish a copy of the Exchange Act) Final Prospectus to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiessuch person.

Indemnification by Company. The Company agrees to indemnify hereby indemnifies, holds harmless and hold harmless each holder of Registrable Securitiesdefends the Members, its officersthe Manager and the Representatives (each, directors, employees and Agents and each Person who controls such holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder"“Indemnitee”) from and against all lossesany loss, claimsexpense, damages, liabilities and expenses damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of investigation and legal expensesany actual or threatened action, proceeding or claim) arising out by reason of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, in any amendment or supplement thereto or in any preliminary prospectus, or arising out of (a)(i) their activities on behalf of the Company or based upon any omission or alleged omission in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arises out third party lenders in respect of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the Company any liability under Non-Recourse Carveout Guaranties triggered as a result of such Indemnitee’s breach thereof), (ii) their status as Members, Managers or Representatives of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its Subsidiaries), if (b) the Indemnitee’s acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct. Reasonable expenses incurred by the Indemnitee in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such holder expressly for use therein; providedPerson to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, however, that which undertaking shall be an unlimited general obligation of the Company shall indemnified party but need not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any such Registration Statement or Prospectus or preliminary prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holder. The indemnity will be in addition to any liability which the Company may otherwise have. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiessecured.

Indemnification by Company. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless Holder, each holder of Registrable Securitiesthe Holder's respective partners, its officers, directors, employees employees, heirs, successors, assigns and Agents agents, and each Person Person, if any, who controls such holder Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (each such person being sometimes hereinafter referred to as an "Indemnified Holder") ), from and against any and all losses, claims, damages, liabilities and expenses (or actions, proceedings or settlements with respect thereto) including reasonable costs of investigation and legal fees and expenses, (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, Prospectus (or in any amendment or supplement thereto or in any preliminary prospectus) or any document relating thereto, or (ii) arising out of or based upon 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, except insofar as or (iii) arising out of or based upon any violation by the Company of the Act or any rule or regulation thereunder applicable to the Company and the relating action or inaction required of the Company in connection therewith, and the Company will reimburse each Holder, each of its partners, officers, directors, employees, heirs, successors, assigns and agents, and each person controlling Holder, for any and all legal and other expenses reasonably incurred in connection with investigating, defending or settling such loss, claim, damage or liability. Notwithstanding the above, this indemnity and duty to defend shall not apply to Holder to the extent that such losses, claims, damages, liabilities or expenses arises arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by or on behalf of such holder Holder expressly for use therein; providedin any Registration Statement or Prospectus, howeveror any amendment or supplement thereto, that or any preliminary prospectus, or given supplementally to the SEC, the National Association of Securities Dealers, any exchange or state securities regulators. Further, the Company shall not be liable nor have any duty to defend in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Registration Statement Indemnified Holder failed to send or deliver a copy of the Prospectus with or preliminary prospectusprior to the delivery of written confirmation of the sale of Registrable Securities, and (ii) the Prospectus would have completely corrected such untrue statement or omission. Further, the Company shall not be liable nor have any duty to defend in any case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to such Registration Statement or the Prospectus or preliminary prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus or preliminary prospectus as so amended or supplemented, such holder Indemnified Holder thereafter fails to deliver such Prospectus or preliminary prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such holderIndemnified Holder. The This indemnity will be in addition to any liability which the Company may otherwise have. This indemnity shall not apply to any amount paid or incurred in settlement without the express written consent of the Company, which consent shall not be unreasonably withheld. Each Indemnified Holder shall give prompt notice to the Company after it has actual knowledge of any claim in respect of which indemnity may be sought from the Company hereunder. After receipt of such notice, the Company may assume the defense thereof at the Company's expense, provided that counsel for the Company shall be satisfactory to such Indemnified Holder (whose approval shall not be unreasonably withheld). The failure of any Indemnified Holder to give notice as provided herein shall not relieve the Company of any of its obligations hereunder to the extent such failure is not prejudicial. If the Company assumes the defense in such action, such Indemnified Holder shall retain the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Holder unless (i) the Company has expressly agreed in writing to pay such fees and expenses, or (ii) the Company shall have a duty to assume the defense of such action or proceeding and has failed to do so and failed to employ counsel satisfactory to such Indemnified Holder in any such action or proceeding as required hereunder, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Holder and the Company, and such Indemnified Holder shall have been advised by counsel that there is a conflict of interest between the Company and the Indemnified Holder making representation by the same counsel inappropriate. In all circumstances, if the Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the obligation to assume the defense of such action or proceeding on behalf of such Indemnified Holder; it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder, which firm shall be designated in writing by such Indemnified Holder and shall be subject to the approval of the Company, which approval shall not be unreasonably withheld. The Company will also shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Company agrees to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers hold harmless such Indemnified Holder from and directors and each Person who controls against any loss or liability by reason of such Persons (within the meaning of Section 15 of the Securities Act settlement or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securitiesjudgment.