Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) the Holder, (ii) each Holder of Registrable Securities, any other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) the Holder or underwriter (each such Person, any of the persons referred to in this clause (iii) being hereinafter referred to as a “Controlling Person”), their "controlling person") and (iv) the respective direct and indirect general and limited partners, advisory board membersofficers, directors, officers, trustees, managers, memberspartners, employees, agents, Affiliates representatives and shareholders, and each other Person, if any, who acts on behalf agents of or controls any such the Holder or Controlling Person underwriter or any controlling person (each of any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the foregoingfullest extent lawful, a “Covered Person”) from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to thereto), or any document incorporated by reference in the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any rule or regulation promulgated under such federal the Securities Act or any state securities laws law, or any other law applicable to the Company and relating to any action such registration or inaction required of the Company in connection with any registration of securities. In additionqualification, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, except insofar as such losses, claims, actions, damages, liabilities liabilities, judgments or expenses arise out of any such indemnified Person; (x) are caused by any such untrue statement or are based upon (i) any untrue omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in writing to the Company by or on behalf of a material fact contained in any of such indemnified Person expressly for use therein; (y) with respect to the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under result from the fact that the Holder sold Securities Act to a person to whom there was not sent or any successor rule to Rule 405) given, at or any amendment of or supplement prior to the same or (ii) any omission or alleged omission written confirmation of such sale, a material fact required to be stated in such Registration Statement, copy of the Prospectus, preliminary Prospectus as amended or free writing prospectus or necessary to make supplemented, if the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only Company shall have previously furnished copies thereof to the extent that Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or alleged untrue statementomission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Blackout Notice or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and on behalf of any indemnified Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to survive the net proceeds (after deducting Selling Expenses) actually received transfer of such securities by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders In case any action shall be brought or asserted against any of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim indemnified Persons with respect to which it seeks indemnification. Notwithstanding indemnity may be sought against the previous sentenceCompany, any failure or delay to so such indemnified Person shall promptly notify the indemnifying party Company and the Company shall not relieve assume the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delaydefense thereof. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an Such indemnified party, the indemnifying party shall be entitled to participate in and Person shall have the right, exercisable by giving written notice right to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of employ separate counsel in any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled action and to participate in the defense of such claim or action, with counsel of its own choicethereof, but the indemnifying party fees and expenses of such counsel shall not be obligated to reimburse at the expense of the indemnified party for any fees, costs and expenses subsequently incurred Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnified party in connection with such defense unless Company, (Aii) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has Company shall have failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to and employ counsel reasonably acceptable or (iii) the named parties to any such action (including any implied parties) include both the indemnified party or to pursue Person and the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent Company and the indemnified party would present such Person shall have been advised in writing by its counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject Company (in which case the Company shall not have the right to assume the foregoing sentencedefense of such action on behalf of the indemnified Person), no indemnifying party shallit being understood, however, that the Company shall not, in connection with any one claim or such action or separate but substantially similar or related actions in the same jurisdiction or proceedings arising out of the same general circumstances allegations or allegationscircumstances, be liable for the fees, costs reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified partiesPersons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The indemnifying party Company shall not have be liable for any settlement of any such action or proceeding effected without the right Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to settle a claim or action for which indemnify and hold harmless any indemnified party is entitled to indemnification pursuant to this Agreement without Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified partyPerson, The indemnifying party shall not settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any judgment pending or enter into threatened action, claim, litigation or agree to proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any settlement relating to such claim or action indemnified Person is a party thereto), unless such judgment settlement, compromise, consent or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and termination includes as an unconditional term release of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such each indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release Person from all liability arising out of such action, claim litigation or proceeding. (b) The Holder agrees to indemnify and hold harmless the Company and its directors, officers and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with respect to actions based on information relating to the Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, and (ii) to the extent of the gross proceeds, if any, received by such Holder from the sale or other disposition of its Restricted Securities covered by such Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against the Holder, such claim or action. The indemnifying party Holder shall have the rights and duties given the Company in Section 2.8(a) (except that the Holder may but shall not be liable under this Agreement for any amount paid required to assume the defense thereof), and the Company or payable its directors or incurred pursuant officers or such controlling person shall have the rights and duties given to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayedHolder by Section 2.8(a). (dc) If the indemnification provided for in this Section 11 2.8 is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, an indemnified party under Section 2.7(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any losslosses, claimclaims, actiondamages, damageliabilities, liability judgments or expense expenses referred to in this Section 11therein, then the each applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementparty, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims damages, actionliabilities, damage, liability judgments or expense expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company on the one hand and the indemnifying party. If Holder on the other hand from sale of Restricted Securities or (ii) if such allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company and the indemnifying partyHolder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, Company on the one hand, hand and of the indemnified party, Holder on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party Company or by the indemnified party, whether Holder and the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties amount paid to a party as a result of the losses, claims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Agreement Section 2.8(c) were determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 11(d). In no event 2.8(c) the Holder (and its related indemnified Persons) shall not be required to contribute, in the aggregate, any amount in excess of the amount by which a Holder the dollar amount of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in upon the sale of Registrable the Restricted Securities that gives rise exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such obligation to contributeuntrue statement or omission or alleged omission. No indemnified party person guilty or liable of fraudulent misrepresentation misrepresentations (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (e) . The indemnity, and contribution provisions of contained in this Section 11 shall remain 2.8 are in full force and effect regardless of addition to any investigation made by or on behalf of any liability which the indemnifying person may otherwise have to the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holderpersons referred to above.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Agreement, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each underwriter, each Holder of Registrable SecuritiesSecurities (including its respective directors, any Person officers, employees and agents) so registered, and each person who is or might be deemed to be a “controlling person” of the Company or controls any of its subsidiaries them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (each such Person, a “Controlling Person”the "Exchange Act"), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or severalseveral (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to such registration statement or any document incorporated by reference in the sameprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus it or necessary to make the statements made in the same it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any rule or regulation promulgated under thereunder in connection with such federal registration, provided, however, that the Company will not be liable to such underwriter, Holder or state securities laws applicable controlling person to the extent that such loss, claim, damage, expense or liability arises from and is based on (A) an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person underwriter, Holder or controlling person expressly for use in connection with investigatingsuch registration statement or (B) any preliminary prospectus, defending or settling to the extent that any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged results solely from an untrue statement of a material fact contained in in, or the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in from, such Registration Statement, Prospectus, preliminary Prospectus prospectus which untrue statement or free writing prospectus or necessary to make the statements made omission was corrected in the same not misleadingfinal prospectus, but, in if the case Company shall sustain the burden of each of clauses (i) and (ii), only proving that a Holder sold Registrable Securities to the extent that person alleging such loss, claim, damage or liability without sending or giving, at or prior to the written confirmation of such sale, a copy of the final prospectus. With respect to such untrue statement or alleged untrue statement, or omission or alleged omission, is made untrue statement or omission in such Registration Statement, Prospectus, preliminary Prospectus, free the information furnished in writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In additionregistration statement, such Holder shall reimburse will indemnify and hold harmless each underwriter, the CompanyCompany (including its directors, its directors and officers, employeesemployees and agents), agents each other Holder of Registrable Securities (including its respective directors, officers, employees and agents) so registered, and each person who controls any Person who is of them within the meaning of Section 15 of the Securities Act or might be deemed Section 20 of the Exchange Act, from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to be a Controlling Person for which they, or any legal of them, may become subject under the Securities Act, the Exchange Act or other expenses reasonably incurred by them federal or state statutory law or regulation, at common law or otherwise to the same extent provided in connection with investigatingthe immediately preceding sentence. In no event, defending or settling any such losshowever, claim, action, damage or liability. The obligation to indemnify pursuant to shall the liability of a Holder for indemnification under this Section 11(b1.07(a) shall be individual and severalexceed the lesser of (i) that proportion of the total of such losses, not joint and severalclaims, for each participating Holder and shall be proportional to and shall not exceed an amount damages or liabilities indemnified against equal to the net proportion of the total Registrable Securities sold under such registration statement which is being sold by such Holder or (ii) the proceeds (after deducting Selling Expenses) actually received by such Holder in the from its sale of Registrable Securities to which under such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveregistration statement. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (db) If the indemnification provided for in this Section 11 1.07(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each indemnifying party under this Section 11, then the applicable indemnifying party1.07, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party Company, the selling Holders and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative fault of the indemnifying partyCompany, on the one hand, selling Holders and of the indemnified party, on the other hand, underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party selling Holders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company, the Holders, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Agreement Section 1.07(b) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding sentences. In no event event, however, shall the amount which a Holder of Registrable Securities may be obligated required to contribute pursuant to any amount under this Section 11(d1.07(b) exceed an amount in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the net proportion of the total Registrable Securities sold under such registration statement which is being sold by such Holder or (ii) the proceeds (after deducting Selling Expenses) actually received by such Holder in the from its sale of Registrable Securities that gives rise to under such obligation to contributeregistration statement. No indemnified party person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (ec) The provisions of indemnification and contribution provided for in this Section 11 shall 1.07 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person of such the indemnified party and shall survive the Transfer of any Registrable Securities by any Holderparties.

Indemnification; Contribution. (a) The Company shallwill, to the fullest extent permitted by lawLaw, indemnify and hold harmless each Holder Shareholder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company such Shareholder or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder Shareholder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities lawsLaws, any equivalent non-U.S. securities laws Laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectusprospectus, preliminary Prospectusprospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405Act) or any amendment thereof or supplement to thereto or any document incorporated by reference in the sametherein, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws Laws or any rule or regulation promulgated under such federal or state securities laws thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, and the Company shall will reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, ; provided that the Company shall will not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectusprospectus, preliminary Prospectusprospectus, free writing prospectus (as defined in Rule 405 under the Securities Act) or any amendment thereof or supplement to thereto or any document incorporated by reference in the same therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectustherein. This indemnity shall will be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder Shareholder of Registrable Securities is participating, each such Holder shall Shareholder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shallprospectus and will, to the fullest extent permitted by lawLaw, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities lawsLaws, any equivalent non-U.S. securities laws Laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectusprospectus, preliminary Prospectusprospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of thereof or supplement to the same thereto or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectusprospectus, preliminary Prospectusprospectus, free writing prospectus (as defined in Rule 405 under the Securities Act) or any amendment thereof or supplement to the same thereto in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder Shareholder expressly for use in therein, and such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall Shareholder will reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The ; provided that the obligation to indemnify pursuant to this Section 11(b4(b) shall will be individual and several, not joint and several, for each participating Holder Shareholder and shall be proportional to and shall will not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder Shareholder in the sale of Registrable Securities to which such Registration Statement or Prospectus prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall will be in addition to any liability which such Holder Shareholder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall hereunder will give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, ; provided that any failure or delay to so notify the indemnifying party shall will not relieve the indemnifying party of its obligations under this Agreementhereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement hereunder is brought against an indemnified party, the indemnifying party shall will be entitled to participate in and shall will have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, ; provided that any indemnified party shall will continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall will not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (Ai) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (Bii) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (Ciii) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (Div) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest interest, or (Ev) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the proviso in the foregoing sentence, no indemnifying party shallwill, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall will not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement hereunder without the consent of the indemnified party, The and the indemnifying party shall will not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement thereof the giving by the claimant or plaintiff in such judgment or settlement therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall will not be liable under this Agreement hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 Article 4 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementhereunder, shall will contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements, omissions or violations which resulted in such loss, claim, action, damage, liability or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law Law or rule or regulation promulgated under such federal or state securities law thereunder applicable to the Company, and, Company and relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction securities was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to , and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement hereto were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d4(d). In no event shall will the amount which a Holder Shareholder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d4(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder Shareholder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f4(f) of the Securities Act shall will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall Article 4 will remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person Controlling Person of such indemnified party and shall will survive the Transfer transfer of any Registrable Securities by any HolderShareholder.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue blue-sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405thereto) or any amendment thereof or supplement to thereto or any document incorporated by reference in the sametherein, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement to thereto or any document incorporated by reference in the same therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectustherein. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder Prospectus and shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents agents, Affiliates and shareholders and any Person who is or might be deemed to be a Controlling Person with respect to the Company against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue blue-sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405thereto) or any amendment of thereof or supplement to the same thereto or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein, in the same case of any Prospectus, preliminary prospectus, free writing prospectus or any supplement thereto, in light of the circumstances under which made, not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement to the same thereto in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statementtherein, Prospectus, preliminary Prospectus or free writing prospectus. In addition, and such Holder shall reimburse the Company, its directors and officers, employees, agents agents, Affiliates and shareholders and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The ; provided, that the obligation to indemnify pursuant to this Section 11(b13(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock Equity Securities by such Holder and its Affiliates, (b) the name and address of such Holder and any other beneficial owner of such Holder’s Registrable Securities and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence; provided, that any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreementhereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence; provided, that any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous mannerparty, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded upon the advice of counsel that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one (1) firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement hereunder without the consent of the indemnified party, The and the indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action action, unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement thereof the giving by the claimant or plaintiff in such judgment or settlement therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 13 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementhereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements, omissions or violations which resulted in such loss, claim, action, damage, liability or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law thereunder applicable to the Company, and, Company and relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction securities was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to , and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement hereto were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d13(d). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d13(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of “fraudulent misrepresentation misrepresentation” within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 13 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person Controlling Person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shall, and shall cause each of its Subsidiaries to, jointly and severally, without limitation as to time, indemnify, defend and hold harmless, to the fullest extent permitted by law, indemnify and hold harmless each Holder holder of Registrable Securities, any the partners, members, officers, directors, managers, agents, employees and Affiliates of each of them, each Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”Act), their respective direct and indirect general and limited the partners, advisory board members, officers, directors, officers, trustees, managers, members, employees, agents, Affiliates agents and shareholders, employees of each such controlling person and each other Person, if any, who acts on behalf of any financial or controls any such Holder or Controlling Person investment adviser (each of the foregoingeach, a “Covered Person”) ), to the fullest extent permitted by law, from and against any and all losses, claims, actions, damages, liabilities liabilities, actions or proceedings (whether commenced or threatened), costs (including reasonable and expensesdocumented costs of preparation and attorneys’ fees) and expenses (including reasonable and documented expenses of investigation) (as used in this Section 13.7, joint or severalcollectively, to which such Covered Person may become subject under the Securities Act“Losses”), the Exchange Actas incurred, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (iA) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined or form of prospectus under which any Registrable Securities were registered or in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement supplements thereto or in any preliminary prospectus (if used prior to the effective date of such Registration Statement), or any document incorporated by reference in the same, (ii) arising out of or based upon any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that the same not misleading arise out of or are based upon information furnished in writing to the Company by such Covered Person or the related holder of Registrable Securities expressly for use therein or (iiiB) any violation or alleged violation by the Company of the Securities Act any federal, state or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws common law applicable to the Company and relating to any action required of or inaction required of by the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, registration; provided that the Company shall not be so liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such case underwriter(s) within the meaning of the Securities Act to the extent that any loss, claim, action, damage, liability or expense arises such Losses arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (1) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (2) the prospectus would have corrected such untrue statement or alleged untrue statement, statement or such omission or alleged omission, and (3) the Company has complied with its obligations under Section 13.4(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or incorporated by reference on behalf of such Covered Person. If the Public Offering pursuant to any Registration Statement provided for under this Section 13.7 is made through underwriter(s), no action or failure to act on the part of such underwriter(s) (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to this Section 13.7. If the Public Offering pursuant to any Registration Statement provided for under this Article XIII is made through underwriter(s), the Company agrees to enter into an underwriting agreement in customary form with such underwriter(s) and the Company agrees to indemnify such underwriter(s), their officers, directors, managers, employees and agents, if any, and each Person, if any, who controls such underwriter(s) within the meaning of Section 15 of the Securities Act to the same extent as provided in this Section 13.7 with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such Registration Statementunderwriter, Prospectus, preliminary Prospectus, free writing prospectus or any amendment officer, director, manager or supplement to employee of such underwriter or any document incorporated by reference in Person who controls such underwriter within the same in reliance uponmeaning of Section 15 of the Securities Act, and in conformity with, written information prepared and furnished to the Company by extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such Covered underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person expressly for use asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Registration Statement, Prospectus, preliminary Prospectus amended or free writing supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration Registration Statement in which a Holder holder of Registrable Securities is participating, each such Holder holder, or an authorized officer of such holder, shall furnish to the Company in writing such information regarding such holder as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shallprospectus and agrees, severally and not jointly, to indemnify, defend and hold harmless to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and directors, managers, officers, employees, agents and any employees, each Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any controls the Company (within the meaning of them may become subject under Section 15 of the Securities Act, Act and Section 20 of the Exchange Act), any state blue sky securities lawsand the partners, any equivalent non-U.S. securities laws members, directors, managers, officers, agents or otherwiseemployees of such controlling persons, insofar as such losses, claims, actions, damages, liabilities or expenses arise from and against all Losses arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectusprospectus, preliminary Prospectusor form of prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment arising out of or supplement to the same or (ii) based upon any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, butto the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information regarding such holder so furnished in writing by such holder to the Company expressly for use in such Registration Statement or prospectus and that such statement or omission was relied upon by the Company in preparation of such Registration Statement, prospectus or form of prospectus; provided that such holder of Registrable Securities shall not be liable in any such case of each of clauses (i) and (ii), only to the extent that the holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such untrue statement Registration Statement or alleged untrue statement, prospectus or omission amendment or alleged omission, is made supplement thereto information expressly for use in such Registration Statement, Prospectus, preliminary Prospectus, free writing Statement or prospectus or any amendment or supplement to the same in reliance uponthereto which corrected or made not misleading, and in conformity with, written information prepared and previously furnished to the Company, and the Company by failed to include such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectusinformation therein. In additionno event shall the liability of any holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all taxes, such Holder shall reimburse the Company, its directors fees and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(btherewith) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in holder upon the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge giving rise to such indemnification obligation. Such indemnity shall remain in full force and agree that, unless otherwise expressly agreed to in writing effect regardless of any investigation made by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address on behalf of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveIndemnified Party. (c) Any If any Person shall be entitled to indemnification or contribution pursuant to this Agreement Section 13.7 (an “Indemnified Party”), then such Indemnified Party shall give prompt written notice to the indemnifying party or parties from which such indemnity is sought (the “Indemnifying Parties”) of the commencement of any claim action, suit, proceeding or investigation or written threat thereof (each, a “Proceeding”) with respect to which it such Indemnified Party seeks indemnification. Notwithstanding indemnification or contribution pursuant hereto; provided that the previous sentence, any failure or delay to so notify the indemnifying party Indemnifying Parties shall not relieve the indemnifying party of its obligations under this Agreement, Indemnifying Parties from any obligation or liability except to the extent that the indemnifying party is actually and materially Indemnifying Parties have been prejudiced by reason of such failure or delayfailure. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and The Indemnifying Parties shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the indemnified party as promptly as practicable after receipt of written notice from such indemnified party Indemnified Party of such claim or actionProceeding, to assume, at the indemnifying party’s Indemnifying Parties’ expense, the defense of any such claim or actionProceeding, with counsel reasonably acceptable satisfactory to such Indemnified Party; provided that an Indemnified Party or parties (if more than one such Indemnified Party is named in any Proceeding) shall have the indemnified party. Notwithstanding the previous sentence, right to employ separate counsel in any indemnified party shall continue to be entitled such Proceeding and to participate in the defense of such claim or action, with counsel of its own choicethereof, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs fees and expenses subsequently incurred by of such counsel shall be at the indemnified party in connection with expense of such defense unless Indemnified Party or parties unless: (A) the indemnifying party has agreed in writing Indemnifying Parties agree to pay such fees, costs fees and expenses, ; (B) the indemnifying party has failed Indemnifying Parties fail promptly to assume the defense of such claim Proceeding or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails fail to employ counsel reasonably acceptable satisfactory to the indemnified party such Indemnified Party or to pursue the defense of such claim parties; or action in a reasonably vigorous manner, (DC) the use named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party or parties and the Indemnifying Parties or an Affiliate of counsel chosen by the indemnifying party to represent the indemnified party would present Indemnifying Parties or such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that Indemnified Parties, and there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which such Indemnified Party or parties that are different from or additional to those available to the indemnifying party. Subject Indemnifying Parties, in which case, if such Indemnified Party or parties notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the foregoing sentenceexpense of the Indemnifying Parties, no indemnifying party shallthe Indemnifying Parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Parties, it being understood, however, that, unless there exists a conflict among Indemnified Parties, the Indemnifying Parties shall not, in connection with any one claim or action such Proceeding or separate but substantially similar or related actions Proceedings in the same jurisdiction jurisdiction, arising out of the same general circumstances allegations or allegationscircumstances, be liable for the fees, costs fees and expenses of more than one separate firm of attorneys (in addition to any together with appropriate local counsel) at any time for all indemnified such Indemnified Party or parties. The indemnifying party shall Whether or not have the right to settle a claim or action for which any indemnified party such defense is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving assumed by the claimant Indemnifying Parties, such Indemnifying Parties or plaintiff in such judgment Indemnified Party or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party parties shall not be liable under this Agreement subject to any liability for any amount paid settlement made without its or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the their consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (but such consent shall not to be unreasonably withheld, conditioned or delayed). The Indemnifying Parties shall not consent to entry of any judgment or enter into any settlement which (1) provides for other than monetary damages without the consent of the Indemnified Party or parties (which consent shall not be unreasonably withheld, conditioned or delayed) or (2) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or parties of a release, in form and substance satisfactory to the Indemnified Party or parties, from all liability in respect of such Proceeding for which such Indemnified Party would be entitled to indemnification hereunder. (d) If the indemnification provided for in this Section 11 13.7 is held by a court of competent jurisdiction unavailable to be unavailable to, an Indemnified Party or unenforceable by, an indemnified party is insufficient to hold such Indemnified Party harmless for any Losses in respect of any loss, claim, action, damage, liability or expense referred to in which this Section 1113.7 would otherwise apply by its terms, then the each applicable indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified party under this AgreementIndemnified Party, shall have an obligation to contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such lossLosses, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party Indemnifying Party, on the one hand, and such Indemnified Party, on the indemnifying partyother hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the indemnifying partysuch Indemnifying Party, on the one hand, and of the indemnified partyIndemnified Party, on the other hand, shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact fact, has been taken by, or relates to information supplied by the indemnifying party by, such Indemnifying Party or by the indemnified partyIndemnified Party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such statementaction, omission statement or violationomission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any Proceeding, to the extent such party would have been indemnified for such expenses if the indemnification provided for in Section 13.7(a) or 13.7(b) was available to such party. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Agreement Section 13.7(d) were determined by pro rata allocation or by any other method or of allocation that does not take into account of the equitable considerations referred to in this Section 11(d13.7(d). In no event shall Notwithstanding the amount which provisions of this Section 13.7(d), an Indemnifying Party that is a Holder holder of Registrable Securities may shall not be obligated required to contribute pursuant to this Section 11(d) exceed an any amount equal to in excess of the amount by which the net proceeds (after deducting Selling Expenses) actually received by such Holder in Indemnifying Party exceeds the sale amount of Registrable Securities any damages that gives rise such Indemnifying Party has otherwise been required to pay by reasons of such obligation to contributeuntrue or alleged untrue statement or omission or alleged omission. No indemnified party person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405thereto) or any amendment thereof or supplement to thereto or any document incorporated by reference in the sametherein, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, and the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement to thereto or any document incorporated by reference in the same therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectustherein. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder Prospectus and shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405thereto) or any amendment of thereof or supplement to the same thereto or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement to the same thereto in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statementtherein, Prospectus, preliminary Prospectus or free writing prospectus. In addition, and such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The ; provided, that the obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence; provided, that any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreementhereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence; provided, that any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the proviso in the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement hereunder without the consent of the indemnified party, The and the indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement thereof the giving by the claimant or plaintiff in such judgment or settlement therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementhereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements, omissions or violations which resulted in such loss, claim, action, damage, liability or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law thereunder applicable to the Company, and, Company and relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction securities was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to , and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement hereto were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The In the event of any registration or offer and sale of any securities of the Company under the Securities Act pursuant to this Article V, the Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder Stockholder of Registrable SecuritiesSecurities included in a registration statement, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) (each such Person, a “Controlling Person”)) of such Stockholder, their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder Stockholder or Controlling Person and any holder of Registrable Securities that is deemed to be an underwriter pursuant to any SEC comments or policies, if any, and Controlling Person who controls such underwriter (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities liabilities, expenses (including, without limitation, costs of preparation and expensesreasonable attorneys’ fees and any other reasonable fees or expenses incurred by such party in connection with any legal, administrative, regulatory or other suit, action, claim, audit, assessment, arbitration or other proceeding, investigation or inquiry), judgments, fines, penalties, charges and amounts paid in settlement, joint or several, to which such Covered Person may become be, or is threatened to become, subject or be involved under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405thereto) or any amendment thereof or supplement to thereto or any document incorporated by reference in the sametherein, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus Statement or free writing prospectus any amendment thereof or supplement thereto or necessary to make the statements made therein not misleading, (iii) any omission or alleged omission of a material fact required to be stated in any Prospectus, preliminary Prospectus, free writing prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein or necessary to make the statements therein, in the same light of the circumstances under which they were made, not misleading or misleading, (iiiiv) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal thereunder or state any equivalent non-U.S. securities laws applicable to the Company and relating to any action or inaction required of the Company or its subsidiaries in connection with any registration of securities. In additionsecurities or (v) any information provided by the Company or at the instruction of the Company to any Person participating in the offer at the point of sale containing any untrue statement or alleged untrue statement of any material fact or omitting or allegedly omitting any material fact required to be included in such information or necessary to make the statements therein not misleading, and the Company shall promptly reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, investigating or defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentenceliability as such expenses are incurred; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement to thereto or any document incorporated by reference in the same therein or other information in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectustherein. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder Stockholder of Registrable Securities is participating, each such Holder Stockholder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder Prospectus and shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person of the Company against any losses, claims, actions, damages, liabilities and expensesexpenses (including, without limitation, costs of preparation and reasonable attorneys’ fees and any other reasonable fees or expenses incurred by such party in connection with any legal, administrative, regulatory or other suit, action, claim, audit, assessment, arbitration or other proceeding, investigation or inquiry), judgments, fines, penalties, charges and amounts paid in settlement,, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405thereto) or any amendment of thereof or supplement to the same or thereto, (ii) any omission or alleged omission of a material fact required to be stated in such any Registration Statement, Prospectus, preliminary Prospectus Statement or free writing prospectus any supplement thereto or amendment thereof or necessary to make the statements made therein not misleading, (iii) any omission or alleged omission of a material fact required to be stated in any Prospectus, preliminary Prospectus, free writing prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein, in the same light of the circumstances under which they were made, not misleading or (iv) any information provided by such Stockholder or at the instruction of such Stockholder to any Person participating in the offer at the point of sale containing any untrue statement or alleged untrue statement of any material fact or omitting or allegedly omitting any material fact required to be included in such information or necessary to make the statements therein not misleading, but, in the case of each of clauses (i), (ii), (iii) and (iiiv), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto), any amendment thereof or supplement to the same thereto or other information in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder Stockholder expressly for use in therein, and such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder Stockholder shall promptly reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person of the Company for any legal or other expenses reasonably incurred by them in connection with investigating, investigating or defending or settling any such loss, claim, action, damage damage, liability or liability. The expense as such expenses are incurred; provided, that the obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and 5.3 shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder Stockholder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder Stockholder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement hereunder shall give prompt written notice to the indemnifying party of any claim action or proceeding with respect to which it seeks indemnification. Notwithstanding the previous sentencea claim for indemnification may be made pursuant to this Section 5.3; provided, that any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreementhereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence; provided, that any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the proviso in the foregoing sentence, no indemnifying party shall, in connection with any one (1) claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one (1) firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement hereunder without the consent of the indemnified party, The and the indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement thereof the giving by the claimant or plaintiff in such judgment or settlement therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 5.3 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementhereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements, omissions or violations which resulted in such loss, claim, action, damage, liability or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal thereunder or state equivalent non-U.S. securities law laws applicable to the Company, and, Company and relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction securities was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to , and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement hereto were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d5.3(iv). In no event shall the amount which a Holder Stockholder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d5.3(iv) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder Stockholder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 5.3 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person Controlling Person of such indemnified party and shall survive the Transfer of any Registrable Securities by any HolderStockholder.

Indemnification; Contribution. (a) The Company shall, to To the fullest extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, members and hold harmless partners, and each Holder of Registrable Securitiesperson controlling such Holder, any Person who is with respect to which registration, qualification or might be deemed compliance has been effected pursuant to be a “this Agreement, each director and controlling person” person of the Company or any of its subsidiaries within the meaning of Section 15 and each officer of the Securities Act or Section 20 of Company who signed the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholdersregistration statement, and each other Personunderwriter, if any, and each person who acts on behalf of or controls any underwriter, against all claims, losses, damages and liabilities (or actions, proceedings or settlements, if such Holder or Controlling Person (each settlements are effected with the written consent of the foregoingCompany, a “Covered Person”in respect thereof) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or incorporated by reference in other document (including any Registration Statementrelated registration statement, Prospectusnotification or the like) incident to any such registration, preliminary Prospectusqualification or compliance, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, omission (ii) any omission or alleged omission of omission) to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws the Exchange Act or any rule or regulation promulgated under such federal or state securities laws thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In additionsuch registration, the Company shall qualification or compliance, and will reimburse each Covered Person such Holder, each of its officers, directors, members and partners, and each person controlling such Holder, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other expenses reasonably incurred by such Covered Person in connection with investigating, investigating and defending or settling any such claim, loss, claimdamage, actionliability, damage action or liability. Notwithstanding the previous sentenceproceeding; provided, however, that the Company shall will not be so liable in any such case to the extent that any loss, such claim, actionloss, damage, liability or expense arises out of or is based upon on any such untrue statement or alleged untrue omission made in such registration statement, prospectus, offering circular or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any other document incorporated by reference in the same in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Covered Person expressly Holder or underwriter and stated to be specifically for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise havetherein. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to To the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors directors, officers and controlling persons, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act or the Exchange Act or the rules and regulations thereunder, each other such Holder and Other Stockholder (if and to the extent such Other Stockholder has agreed to indemnify the Holders as set forth in this clause (b)) including Registrable Securities and other securities in the securities as to which such registration, qualification or compliance is being effected, and each of their officers, employeesdirectors, agents members and any Person who is partners, and each person controlling such Holder or might be deemed to be a Controlling Person Other Stockholder, against any all claims, losses, claims, damages and liabilities (or actions, damages, liabilities and expenses, joint proceedings or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise settlements in respect thereof) arising out of or are based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statementany such registration statement, Prospectusprospectus, preliminary Prospectusoffering circular or other document, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or omission (ii) any omission or alleged omission of omission) to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, butand will reimburse the Company and such Holders, Other Stockholders, directors, officers, members, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, action or proceeding, in each case to the case of each of clauses (i) and (ii)extent, but only to the extent extent, that such untrue statement (or alleged untrue statement, ) or omission (or alleged omission, ) is made in such Registration Statementregistration statement, Prospectusprospectus, preliminary Prospectus, free writing prospectus offering circular or any amendment or supplement to the same other document in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Holder expressly and stated to be specifically for use in such Registration Statementtherein; provided, Prospectushowever, preliminary Prospectus or free writing prospectus. In addition, that the obligations of each such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) hereunder shall be individual and several, not joint and several, for each participating Holder and shall be proportional limited to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by to each such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise havesecurities sold as contemplated herein. (c) Any Person Each party entitled to indemnification pursuant to under this Agreement Section 7 (the "Indemnified Party") shall give prompt written notice to the indemnifying party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim with respect as to which it seeks indemnification. Notwithstanding indemnity may be sought, and shall permit the previous sentenceIndemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure or delay of any Indemnified Party to so notify the indemnifying party give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of unless such failure or delayto notify materially adversely affects the Indemnifying Party's ability to defend such action. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partyNo Indemnifying Party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or actionlitigation, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection except with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified partyeach Indemnified Party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement which does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes include as an unconditional term of such judgment or settlement thereof the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, Indemnified Party of a full and final release from all liability in respect of such claim or actionlitigation. The indemnifying party Each Indemnified Party shall not furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be liable under this Agreement for any amount paid or payable or incurred pursuant to or reasonably required in connection with any judgment entered or settlement effected with the consent defense of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed)claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 11 is held 7 shall for any reason be unenforceable by a court of competent jurisdiction to be unavailable toan Indemnified Party, or unenforceable by, an indemnified party although otherwise available in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11accordance with its terms, then the applicable indemnifying partyeach Indemnifying Party shall, in lieu of indemnifying such indemnified party under this AgreementIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of the losses, claims, damages, liabilities or expenses with respect to which such lossIndemnified Party has claimed indemnification, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party Indemnified Party on the one hand and the indemnifying partyIndemnifying Party on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault fault, in the case of the indemnifying partyan untrue statement, on the one handalleged untrue statement, and of the indemnified party, on the other handomission or alleged omission, shall be determined by reference toby, among other things, whether the untrue or such statement, alleged untrue statement of a material fact or the statement, omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Indemnifying Party or the indemnified party. The relative fault shall also be determined by reference to the Indemnified Party, and such parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, alleged statement, omission or violationalleged omission. The parties Company and each Holder agree that it would not be just and equitable if contribution pursuant hereto were to this Agreement were be determined by pro rata allocation or by any other method or of allocation that which does not take into account such equitable considerations. The amount paid or payable by an Indemnified Party as a result of the equitable considerations losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in this Section 11(d)connection with investigating or defending against any action or claim which is the subject hereof. In no event case, however, shall the amount which a Holder be responsible for a portion of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the contribution obligation in excess of the net proceeds (after deducting Selling Expenses) actually received by to such Holder in the sale of Registrable Securities that gives rise to such obligation to contributesecurities sold as contemplated herein. No indemnified party person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was is not guilty of such fraudulent misrepresentation. (e) The provisions of Anything to the contrary contained in this Section 11 7 notwithstanding, no Holder shall remain be liable for any indemnification or contribution in full force and effect regardless excess of the net proceeds received by it from any investigation made by or on behalf sale of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holderwhich has been registered hereunder.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, and any Person who which is or might be deemed to be a “controlling person” of the Company each Holder or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), and their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates officers and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person employees (each of the foregoing, together with such Holders, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws laws, common law or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405thereto) or any amendment thereof or supplement to thereto or any document incorporated by reference in the sametherein, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact in the same not misleading information conveyed by the Company to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein or (iiiiv) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, and the Company shall reimburse each such Covered Person Persons for any legal or other documented expenses (including counsel fees) reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence; provided that, subject to Section 11(c), the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement to thereto or any document incorporated by reference in the same therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectustherein. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In Subject to Section 11(c), in connection with any registration in which a Holder of Registrable Securities is participating, each such Holder e& shall furnish to the Company in writing such information regarding itself and any Holder as the Company reasonably requests is required for use in connection with any such Registration Statement or Prospectus. Each Holder Prospectus and shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who which is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws laws, common law or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405thereto) or any amendment of thereof or supplement to the same thereto or any document incorporated by reference therein, or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement to the same thereto or any document incorporated by reference therein in reliance upon, and in conformity with, written information prepared and furnished to the Company by such any Holder expressly for use in such Registration Statementtherein, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder and e& shall reimburse the Company, its directors and officers, employees, agents and any Person who which is or might be deemed to be a Controlling Person for any legal or other documented expenses (including counsel fees) reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The ; provided that the obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to of e& only and shall not exceed an amount equal to the net proceeds (after deducting Selling Expensesunderwriters’ discounts and commissions) actually received by such Holder all selling Holders in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The This indemnity agreement contained shall be in this Section 11(baddition to any liability which e& may otherwise have. (c) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities e& hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holderse&, for all purposes of this Agreement (including Section 11(a) and (b)), the only information furnished or to be furnished by any Holder to the Company for use in any such Registration Statement Statement, Prospectus, preliminary Prospectus, free writing prospectus or Prospectus relating to the Registrable Securities any amendment thereof or in supplement thereto or any amendmentdocument incorporated by reference therein, supplement or preliminary materials associated with the same are statements specifically relating to (ai) the beneficial ownership of shares of Common Stock the Registrable Securities by such Holder and its Affiliates, Affiliates as disclosed in the section of such document entitled “Selling Stockholders” or “Principal and Selling Stockholders” and (bii) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveselling Holders. (cd) Any Person entitled to indemnification pursuant to this Agreement hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, ; provided that any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreementhereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, ; provided that any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous reasonable manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the proviso in the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not (x) have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement hereunder without the consent of the indemnified party, The indemnifying party shall not and (y) consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action action, in each case unless such judgment or settlement (A) does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and (B) includes as an unconditional term of such judgment or settlement thereof the giving by the claimant or plaintiff in such judgment or settlement therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (de) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementhereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements, omissions or violations referred to in this Section 11 which resulted in such loss, claim, action, damage, liability or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law thereunder applicable to the Company, and, Company and relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction securities was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to , and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement hereto were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d11(e). In no event shall the amount which a e& or any other Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d11(e) exceed an amount equal to the net proceeds (after deducting Selling Expensesunderwriters’ discounts and commissions) actually received by such Holder the selling Holders in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who which was not guilty of such fraudulent misrepresentation. (ef) The provisions Indemnification similar to that specified in the preceding paragraphs of this Section 11 (with appropriate modifications) shall be given by the Company and e& with respect to any required registration or other qualification of securities under any applicable securities and state “blue sky” laws. (g) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party Person or any officer, director or controlling person Controlling Person of such indemnified party Person and shall survive the Transfer transfer of any securities and the Termination Date but only with respect to offers and sales of Registrable Securities by any Holdermade before the Termination Date or during the period following the Termination Date referred to in Section 7(i).

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this SECTION 3, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners)), and directors, officers, employees and agents of any of them (a "Selling Holder"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Controlling Person")), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any Person who is action, suit or might be deemed proceeding or any claim asserted), to be a “controlling person” of the Company 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 losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus), (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or blue sky laws or any rule or regulation thereunder in connection with such registration; PROVIDED, HOWEVER, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its subsidiaries directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners)) and directors, officers, employees and agents of any of them) so registered, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities lawsat common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, any equivalent non-U.S. securities laws however, shall the liability of a Selling Holder for indemnification under this SECTION 3.6(A) in its capacity as such (and not in its capacity as an officer or otherwise, insofar as director of the Company) exceed the lesser of (i) that proportion of the total of such losses, claims, actions, damages, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, (ii) any omission or alleged omission the proceeds received by such Selling Holder from its sale of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Registrable Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 SECTION 3.6(A) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in this Section 11therein, then the applicable each indemnifying partyparty under this SECTION 3.6, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company, the other Selling Holders and the indemnifying party. If underwriters from the offering of the Registrable Securities or (ii) if the allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company, the other Selling Holders and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The relative fault of the indemnifying partyCompany, on the one hand, Selling Holders and of the indemnified party, on the other hand, underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Selling Holders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company, the Selling Holders and the underwriters agree that it would not be just and equitable if contribution pursuant to this Agreement SECTION 3.6(B) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding paragraph. In no event event, however, shall the amount which a Selling Holder of Registrable Securities may be obligated required to contribute pursuant to any amount under this Section 11(dSECTION 3.6(B) exceed an amount in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the net proportion of the total Registrable Securities sold under such registration statement which are being sold by such Selling Holder or (ii) the proceeds (after deducting Selling Expenses) actually received by such Selling Holder in the from its sale of Registrable Securities that gives rise to under such obligation to contributeregistration statement. No indemnified party person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. (ec) The provisions amount paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 11 SECTION 3.6 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this SECTION 3.6 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person of such the indemnified party and shall survive the Transfer of any Registrable Securities by any Holderparties.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Agreement, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each underwriter, each Holder of Registrable SecuritiesSecurities (including its respective directors, any Person officers, employees and agents) so registered, and each person who is or might be deemed to be a “controlling person” of the Company or controls any of its subsidiaries them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (each such Person, a “Controlling Person”the 'Exchange Act'), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or severalseveral (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to such registration statement or any document incorporated by reference in the sameprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus it or necessary to make the statements made in the same it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or 'blue sky' laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company thereunder in connection with any registration of securities. In additionsuch registration, provided, however, that the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall will not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action expense or proceeding if such settlement liability arises from and is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless based on (A) the indemnifying party has agreed an untrue statement or omission or alleged untrue statement or omission made in writing to pay such fees, costs reliance on and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel conformity with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed).5 (db) If the indemnification provided for in this Section 11 2.06(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each indemnifying party under this Section 11, then the applicable indemnifying party2.06, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party Company, the selling Holders and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative fault of the indemnifying partyCompany, on the one hand, selling Holders and of the indemnified party, on the other hand, underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party selling Holders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company, the Holders, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Agreement Section 2.06(b) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding sentences. In no event event, however, shall the amount which a Holder of Registrable Securities may be obligated required to contribute pursuant to any amount under this Section 11(d2.06(b) exceed an amount in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the net proportion of the total Registrable Securities sold under such registration statement which is being sold by such Holder or (ii) the proceeds (after deducting Selling Expenses) actually received by such Holder in the from its sale of Registrable Securities that gives rise to under such obligation to contributeregistration statement. No indemnified party person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (ec) The provisions of indemnification and contribution provided for in this Section 11 shall 2.06 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person of such the indemnified party and shall survive the Transfer of any Registrable Securities by any Holderparties.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article V, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), stockholders, directors, officers, employees and agents of any of them (a "Selling Holder"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act") (a "Controlling Person")), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any Person who is action, suit or might be deemed proceeding or any claim asserted, as the same are incurred), to be a “controlling person” of the Company 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 losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus), (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or "blue sky" laws or any rule or regulation thereunder in connection with such registration; provided, however, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its subsidiaries directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners), stockholders, directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”Act), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities lawsat common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, any equivalent non-U.S. securities laws or otherwisehowever, insofar as shall the liability of a Selling Holder for indemnification under this Section 5.5(a) exceed the lesser of (i) that proportion of the total of such losses, claims, actions, damages, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, (ii) any omission or alleged omission the net proceeds received by such Selling Holder from its sale of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Registrable Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 5.5(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each indemnifying party under this Section 11, then the applicable indemnifying party5.5, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company, the other Selling Holders and the indemnifying party. If underwriters from the offering of the Registrable Securities or (ii) if the allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company, the other Selling Holders and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations; provided, however, that in the event of a registration statement filed in response to a demand under Section 5.2 and in which the Company does not register any shares of capital stock, the proportion of contribution by the Company, the other Selling Holders and the underwriters shall in all cases be governed by clause (ii) above. The relative benefits received by the Company, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The relative fault of the indemnifying partyCompany, on the one hand, Selling Holders and of the indemnified party, on the other hand, underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Selling Holders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company, the Selling Holders, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Agreement Section 5.5(b) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding paragraph. In no event event, however, shall the amount which a Selling Holder of Registrable Securities may be obligated required to contribute pursuant to any amount under this Section 11(d5.5(b) exceed an amount in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total Registrable Securities sold under such registration statement which are being sold by such Selling Holder or (ii) the net proceeds (after deducting Selling Expenses) actually received by such Selling Holder in the from its sale of Registrable Securities that gives rise to under such obligation to contributeregistration statement. No indemnified party person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. (ec) The provisions amount paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section5.5 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 11 shall 5.5 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person of such the indemnified party and shall survive the Transfer of any Registrable Securities by any Holderparties.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) the Holder, (ii) each Holder of Registrable Securities, any other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) the Holder or underwriter (each such Person, any of the persons referred to in this clause (iii) being hereinafter referred to as a “Controlling Person”), their "controlling person") and (iv) the respective direct and indirect general and limited partners, advisory board membersofficers, directors, officers, trustees, managers, memberspartners, employees, agents, Affiliates representatives and shareholders, and each other Person, if any, who acts on behalf agents of or controls any such the Holder or Controlling Person underwriter or any controlling person (each of any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the foregoingfullest extent lawful, a “Covered Person”) from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to thereto), or any document incorporated by reference in the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any rule or regulation promulgated under such federal the Securities Act or any state securities laws law, or any other law applicable to the Company and relating to any action such registration or inaction required of the Company in connection with any registration of securities. In additionqualification, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, except insofar as such losses, claims, actions, damages, liabilities liabilities, judgments or expenses arise out of any such indemnified Person; (x) are caused by any such untrue statement or are based upon (i) any untrue omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in writing to the Company by or on behalf of a material fact contained in any of such indemnified Person expressly for use therein; (y) with respect to the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under result from the fact that the Holder sold Securities Act to a person to whom there was not sent or any successor rule to Rule 405) given, at or any amendment of or supplement prior to the same or (ii) any omission or alleged omission written confirmation of such sale, a material fact required to be stated in such Registration Statement, copy of the Prospectus, preliminary Prospectus as amended or free writing prospectus or necessary to make supplemented, if the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only Company shall have previously furnished copies thereof to the extent that Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or alleged untrue statementomission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Blackout Notice or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and on behalf of any indemnified Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to survive the net proceeds (after deducting Selling Expenses) actually received transfer of such securities by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders In case any action shall be brought or asserted against any of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim indemnified Persons with respect to which it seeks indemnification. Notwithstanding indemnity may be sought against the previous sentenceCompany, any failure or delay to so such indemnified Person shall promptly notify the indemnifying party Company and the Company shall not relieve assume the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delaydefense thereof. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an Such indemnified party, the indemnifying party shall be entitled to participate in and Person shall have the right, exercisable by giving written notice right to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of employ separate counsel in any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled action and to participate in the defense of such claim or action, with counsel of its own choicethereof, but the indemnifying party fees and expenses of such counsel shall not be obligated to reimburse at the expense of the indemnified party for any fees, costs and expenses subsequently incurred Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnified party in connection with such defense unless Company, (Aii) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has Company shall have failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to and employ counsel reasonably acceptable or (iii) the named parties to any such action (including any implied parties) include both the indemnified party or to pursue Person and the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent Company and the indemnified party would present such Person shall have been advised in writing by its counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject Company (in which case the Company shall not have the right to assume the foregoing sentencedefense of such action on behalf of the indemnified Person), no indemnifying party shallit being understood, however, that the Company shall not, in connection with any one claim or such action or separate but substantially similar or related actions in the same jurisdiction or proceedings arising out of the same general circumstances allegations or allegationscircumstances, be liable for the fees, costs reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified partiesPersons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The indemnifying party Company shall not have be liable for any settlement of any such action or proceeding effected without the right Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to settle a claim or action for which indemnify and hold harmless any indemnified party is entitled to indemnification pursuant to this Agreement without Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified partyPerson, The indemnifying party shall not settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any judgment pending or enter into threatened action, claim, litigation or agree to proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any settlement relating to such claim or action indemnified Person is a party thereto), unless such judgment settlement, compromise, consent or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and termination includes as an unconditional term release of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such each indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release Person from all liability arising out of such action, claim litigation or proceeding. (b) The Holder agrees to indemnify and hold harmless the Company and its directors, officers and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with respect to actions based on information relating to the Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, and (ii) to the extent of the gross proceeds, if any, received by such Holder from the sale or other disposition of its Restricted Securities covered by such Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against the Holder, such claim or action. The indemnifying party Holder shall have the rights and duties given the Company in Section 2.8(a) (except that the Holder may but shall not be liable under this Agreement for any amount paid required to assume the defense thereof), and the Company or payable its directors or incurred pursuant officers or such controlling person shall have the rights and duties given to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayedHolder by Section 2.8(a). (dc) If the indemnification provided for in this Section 11 2.8 is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, an indemnified party under Section 2.8(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any losslosses, claimclaims, actiondamages, damageliabilities, liability judgments or expense expenses referred to in this Section 11therein, then the each applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementparty, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims damages, actionliabilities, damage, liability judgments or expense expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company on the one hand and the indemnifying party. If Holder on the other hand from sale of Restricted Securities or (ii) if such allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company and the indemnifying partyHolder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, Company on the one hand, hand and of the indemnified party, Holder on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party Company or by the indemnified party, whether Holder and the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties amount paid to a party as a result of the losses, claims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Agreement Section 2.8(c) were determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 11(d). In no event 2.8(c) the Holder (and its related indemnified Persons) shall not be required to contribute, in the aggregate, any amount in excess of the amount by which a Holder the dollar amount of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in upon the sale of Registrable the Restricted Securities that gives rise exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such obligation to contributeuntrue statement or omission or alleged omission. No indemnified party person guilty or liable of fraudulent misrepresentation misrepresentations (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (e) . The indemnity, and contribution provisions of contained in this Section 11 shall remain 2.8 are in full force and effect regardless of addition to any investigation made by or on behalf of any liability which the indemnifying person may otherwise have to the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holderpersons referred to above.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), directors, officers, employees, representatives and agents of any Person who is or might be deemed to be of them) (each, a “controlling person” of the Company or Selling Holder”), and each person who controls any of its subsidiaries them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Personeach, a “Controlling Person”), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or severalseveral (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to such registration statement or any document incorporated by reference in the sameprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus it or necessary to make the statements made in the same it not misleading or misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other similar federal or state securities laws law or any rule or regulation promulgated under such federal the Securities Act, the Exchange Act or any state securities laws applicable law, (iv) any failure to register or qualify the Registrable Securities in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter chosen by the Company being attributed to the Company and relating to any action Company) will undertake such registration or inaction required of qualification on the Company Selling Holder’s behalf (provided that in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, instance the Company shall not be so liable if it has undertaken its best efforts to so register or qualify the Registrable Securities), or (v) any blue sky application or other document executed by the Company specifically for the purpose or based upon written information furnished by the Company filed in any such case state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof; provided, however, that the Company will not be liable to the extent that any such loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any on an untrue statement or omission of a material fact contained in such untrue registration statement or alleged untrue statement, statement or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered underwriter, Selling Holder or Controlling Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus registration statement. With respect to such untrue statement or free omission or alleged untrue statement or omission in the information furnished in writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing by such information as the Company reasonably requests Selling Holder expressly for use in connection with any such Registration Statement or Prospectus. Each registration statement, such Selling Holder shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, the CompanyCompany (including its directors, its directors and officers, employees, representatives and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners), directors, officers, employees, representatives and agents of any of them, and any Person who is or might be deemed to be a each Controlling Person of any of them), from and against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which they they, or any of them them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar otherwise as a direct result of such losses, claims, actions, damages, liabilities untrue statement or expenses arise out of or are based upon (i) any untrue omission or alleged untrue statement of a material fact contained or omission in the Registration Statement, Prospectus, preliminary Prospectus, free information furnished in writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Selling Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectusregistration statement. In additionno event, such however, shall the liability of a Selling Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to indemnification under this Section 11(b5(a) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Selling Holder in the from its sale of Registrable Securities to which under such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveregistration statement. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (db) If the indemnification provided for in this Section 11 5(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each indemnifying party under this Section 11, then the applicable indemnifying party5, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnified party Company, the Selling Holders and the indemnifying party. If underwriters from the allocation provided by offering of the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also Registrable Securities and (ii) the relative fault of the indemnified party Company, the Selling Holders and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations; provided, however, that in the event of a registration statement filed in response to a demand for registration under Section 3(a) or Section 3(b) and in which the Company does not register any shares of capital stock, the proportion of contribution by the Company, the Selling Holders and the underwriters shall in all cases be governed solely by clause (ii) above. The relative benefits received by the Company, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The relative fault of the indemnifying partyCompany, on the one hand, Selling Holders and of the indemnified party, on the other hand, underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Selling Holders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Agreement Section 5(b) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding paragraph. In no event event, however, shall the amount which a Selling Holder of Registrable Securities may be obligated required to contribute pursuant to any amount under this Section 11(d5(b) exceed an amount equal to in excess of the net proceeds (after deducting Selling Expenses) actually received by such Selling Holder in the from its sale of Registrable Securities that gives rise to under such obligation to contributeregistration statement. No indemnified party Person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation. (ec) The provisions amount required to be paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 11 5 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 5 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person Controlling Person of such the indemnified party and shall survive parties. No indemnifying party, in the Transfer defense of any Registrable Securities by such claim or litigation, shall enter into a consent of entry of any Holderjudgment or enter into a settlement without the consent of the indemnified party, which consent will not be unreasonably withheld.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each Holder Investor who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees, representatives and agents of the Company or any of its subsidiaries them (each, a "Selling Investor" and collectively, the "Selling Investors"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “"Controlling Person”"), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or severalseveral (including any investigation, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to such registration statement or any document incorporated by reference in the same, prospectus) or (ii) any omission or alleged omission of to state in such document a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus it or necessary to make the statements made in the same it not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws law or any rule or regulation promulgated under such federal the Securities Act, the Exchange Act or any state securities laws applicable to the Company and relating to any action or inaction required of the Company law in connection with any the offering covered by such registration of securities. In additionstatement; provided, however, that the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any will not be liable to the extent that such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or omission made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered underwriter, Selling Investor or Controlling Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus registration statement. With respect to such untrue statement or free omission or alleged untrue statement or omission in the information furnished in writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing by such information as the Company reasonably requests Selling Investor expressly for use in connection with any such Registration Statement or Prospectus. Each Holder shallregistration statement, to the fullest extent permitted by law, such Selling Investor will indemnify and hold harmless each underwriter, the CompanyCompany (including its directors, its directors and officers, employees, representatives and agents), each other Selling Investor (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each person who controls any Person who is of them within the meaning of Section 15 of the Securities Act or might be deemed to be a Controlling Person Section 20 of the Exchange Act), from and against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which they they, or any of them them, may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) other federal or any amendment of state statutory law or supplement regulation, at common law or otherwise to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made extent provided in the same not misleadingimmediately preceding sentence; provided, buthowever, in that the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement of such Selling Investor contained in this Section 11(b6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, liability or action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree thatSelling Investor, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party consent shall not be obligated to reimburse the indemnified party for unreasonably withheld; provided further, that in no event shall any fees, costs and expenses subsequently incurred indemnity by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable Selling Investor under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with Section 6(a) exceed the consent of an indemnified party unless net proceeds from the indemnifying party has also consented to offering received by such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) Selling Investor. If the indemnification provided for in this Section 11 6(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each indemnifying party under this Section 11, then the applicable indemnifying party6, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnified party Company, the Selling Investors and the indemnifying party. If underwriters from the allocation provided by offering of the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also Registrable Securities and (ii) the relative fault of the indemnified party Company, the Selling Investors and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Selling Investors and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Investors and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The relative fault of the indemnifying partyCompany, on the one hand, Selling Investors and of the indemnified party, on the other hand, underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Selling Investors or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statementstatement or omission; provided, omission or violationthat in no event shall any contribution by a Selling Investor hereunder exceed the net proceeds from the offering received by such Selling Investor. The parties agree that it would not be just amount paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and equitable if contribution pursuant to this Agreement were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations liabilities referred to in this Section 11(d)6 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to The indemnification and contribution provided for in this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall 6 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person of such the indemnified party and shall survive parties. No indemnifying party, in the Transfer defense of any Registrable Securities by such claim or litigation, shall enter into a consent of entry of any Holderjudgment or enter into a settlement without the consent of the indemnified party, which consent will not be unreasonably withheld.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.such

Indemnification; Contribution. (a) The Company shall, to To the fullest extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, members and hold harmless partners, and each Holder of Registrable Securitiesperson controlling such Holder, any Person who is with respect to which registration, qualification or might be deemed compliance has been effected pursuant to be a “this Agreement, each director and controlling person” person of the Company or any of its subsidiaries within the meaning of Section 15 and each officer of the Securities Act or Section 20 of Company who signed the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholdersregistration statement, and each other Personunderwriter, if any, and each person who acts on behalf of or controls any underwriter, against all claims, losses, damages and liabilities (or actions, proceedings or settlements, if such Holder or Controlling Person (each settlements are effected with the written consent of the foregoingCompany, a “Covered Person”in respect thereof) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or incorporated by reference in other document (including any Registration Statementrelated registration statement, Prospectusnotification or the like) incident to any such registration, preliminary Prospectusqualification or compliance, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, omission (ii) any omission or alleged omission of omission) to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws the Exchange Act or any rule or regulation promulgated under such federal or state securities laws thereunder applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In additionsuch registration, the Company shall qualification or compliance, and will reimburse each Covered Person such Holder, each of its officers, directors, members and partners, and each person controlling such Holder, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other expenses reasonably incurred by such Covered Person in connection with investigating, investigating and defending or settling any such claim, loss, claimdamage, actionliability, damage action or liability. Notwithstanding the previous sentenceproceeding; provided, however, that the Company shall will not be so liable in any such case to the extent that any loss, such claim, actionloss, damage, liability or expense arises out of or is based upon on any such untrue statement or alleged untrue omission made in such registration statement, prospectus, offering circular or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any other document incorporated by reference in the same in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Covered Person expressly Holder or underwriter and stated to be specifically for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise havetherein. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to To the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors directors, officers and controlling persons, and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of the Securities Act or the Exchange Act or the rules and regulations thereunder, each other such Holder and Other Stockholder (if and to the extent such Other Stockholder has agreed to indemnify the Holders as set forth in this clause (b)) including Registrable Securities and other securities in the securities as to which such registration, qualification or compliance is being effected, and each of their officers, employeesdirectors, agents members and any Person who is partners, and each person controlling such Holder or might be deemed to be a Controlling Person Other Stockholder, against any all claims, losses, claims, damages and liabilities (or actions, damages, liabilities and expenses, joint proceedings or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise settlements in respect thereof) arising out of or are based upon (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statementany such registration statement, Prospectusprospectus, preliminary Prospectusoffering circular or other document, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or omission (ii) any omission or alleged omission of omission) to state therein a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, butand will reimburse the Company and such Holders, Other Stockholders, directors, officers, members, partners, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, action or proceeding, in each case to the case of each of clauses (i) and (ii)extent, but only to the extent extent, that such untrue statement (or alleged untrue statement, ) or omission (or alleged omission, ) is made in such Registration Statementregistration statement, Prospectusprospectus, preliminary Prospectus, free writing prospectus offering circular or any amendment or supplement to the same other document in reliance upon, upon and in conformity with, with written information prepared and furnished to the Company by such Holder expressly and stated to be specifically for use in such Registration Statementtherein; provided, Prospectushowever, preliminary Prospectus or free writing prospectus. In addition, that the obligations of each such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) hereunder shall be individual and several, not joint and several, for each participating Holder and shall be proportional limited to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by to each such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise havesecurities sold as contemplated herein. (c) Any Person Each party entitled to indemnification pursuant to under this Agreement Section 7 (the “Indemnified Party”) shall give prompt written notice to the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim with respect as to which it seeks indemnification. Notwithstanding indemnity may be sought, and shall permit the previous sentenceIndemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure or delay of any Indemnified Party to so notify the indemnifying party give notice as provided herein shall not relieve the indemnifying party Indemnifying Party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of unless such failure or delayto notify materially adversely affects the Indemnifying Party’s ability to defend such action. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified partyNo Indemnifying Party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or actionlitigation, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection except with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified partyeach Indemnified Party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement which does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes include as an unconditional term of such judgment or settlement thereof the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, Indemnified Party of a full and final release from all liability in respect of such claim or actionlitigation. The indemnifying party Each Indemnified Party shall not furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be liable under this Agreement for any amount paid or payable or incurred pursuant to or reasonably required in connection with any judgment entered or settlement effected with the consent defense of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed)claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 11 is held 7 shall for any reason be unenforceable by a court of competent jurisdiction to be unavailable toan Indemnified Party, or unenforceable by, an indemnified party although otherwise available in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11accordance with its terms, then the applicable indemnifying partyeach Indemnifying Party shall, in lieu of indemnifying such indemnified party under this AgreementIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of the losses, claims, damages, liabilities or expenses with respect to which such lossIndemnified Party has claimed indemnification, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party Indemnified Party on the one hand and the indemnifying partyIndemnifying Party on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault fault, in the case of the indemnifying partyan untrue statement, on the one handalleged untrue statement, and of the indemnified party, on the other handomission or alleged omission, shall be determined by reference toby, among other things, whether the untrue or such statement, alleged untrue statement of a material fact or the statement, omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Indemnifying Party or the indemnified party. The relative fault shall also be determined by reference to the Indemnified Party, and such parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, alleged statement, omission or violationalleged omission. The parties Company and each Holder agree that it would not be just and equitable if contribution pursuant hereto were to this Agreement were be determined by pro rata allocation or by any other method or of allocation that which does not take into account such equitable considerations. The amount paid or payable by an Indemnified Party as a result of the equitable considerations losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in this Section 11(d)connection with investigating or defending against any action or claim which is the subject hereof. In no event case, however, shall the amount which a Holder be responsible for a portion of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the contribution obligation in excess of the net proceeds (after deducting Selling Expenses) actually received by to such Holder in the sale of Registrable Securities that gives rise to such obligation to contributesecurities sold as contemplated herein. No indemnified party person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was is not guilty of such fraudulent misrepresentation. (e) The provisions of Anything to the contrary contained in this Section 11 7 notwithstanding, (i) no Holder shall remain be liable for any indemnification or contribution in full force and effect regardless excess of the net proceeds received by it from any investigation made by or on behalf sale of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holderwhich has been registered hereunder and (ii) all indemnification and contribution obligations of the Holders shall be several and not joint.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, to the fullest extent permitted by law, indemnify and hold harmless each Holder holder of Registrable Securities, any its officers, directors, partners, trustees, members, managers, employees, advisors, agents and each Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries that controls such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”Act) against any all losses, claims, actions, damages, liabilities and expenses, joint or severalincluding attorneys’ fees and disbursements and expenses of investigation, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment thereof or supplement to or any document incorporated by reference in the samethereto, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or applicable state securities laws law or any rule or regulation promulgated under such federal the Securities Act, the Exchange Act or any applicable state securities laws applicable to law, except insofar as the Company and relating to any action same are caused by or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable contained in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference information furnished in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person holder expressly for use in therein or by such Registration Statement, Prospectus, preliminary Prospectus holder’s failure to deliver a copy of the registration statement or free writing prospectus. This indemnity shall be in addition to prospectus or any liability amendments or supplements thereto after the Company may otherwise havehas furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. (b) In connection with any registration statement in which a Holder holder of Registrable Securities is participating, each such Holder holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement registration statement or Prospectus. Each Holder shallprospectus and, to the fullest extent permitted by law, shall indemnify and hold harmless the Company, its directors and directors, officers, employees, agents and any Affiliates and each Person who is or might be deemed to be a Controlling Person controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) resulting from any untrue or alleged untrue statement of a material fact contained in the Registration Statementregistration statement, Prospectus, prospectus or preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of thereof or supplement to the same thereto or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading, but, in the case of each of clauses (i) and (ii), but only to the extent that such untrue statement or alleged untrue omission is contained in any writing furnished by such holder for use in such registration statement, prospectus or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to thereto; provided that the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and severalindividual, not joint and several, for each participating Holder holder and shall be proportional to and shall not exceed an amount equal limited to the net amount of proceeds (after deducting Selling Expenses) actually received by such Holder in holder from the sale of Registrable Securities pursuant to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveregistration statement. (c) Any Person entitled to indemnification pursuant to this Agreement hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding indemnification (provided that the previous sentence, any failure or delay to so notify the indemnifying party give prompt notice shall not relieve the indemnifying party of its obligations under this Agreement, except impair any Person’s right to indemnification hereunder to the extent that such failure has not prejudiced the indemnifying party is actually party) and materially prejudiced by reason (ii) unless in such indemnified party’s reasonable judgment (x) a conflict of interest between such failure or delay. In case a indemnified and indemnifying parties may exist with respect to such claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from (y) such indemnified party of has one or more defenses to such claim or action, that are not available to assume, at the indemnifying party’s expense, the defense of any permit such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of with counsel reasonably satisfactory to the indemnified party. If such claim or action, (C) having assumed the defense of such claim or actionis assumed, the indemnifying party fails to employ counsel reasonably acceptable to shall not settle such claim unless the indemnified party is released and discharged of any liability. Whether or not such defense is assumed, the indemnifying party shall not be subject to pursue any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of such a claim or action in a reasonably vigorous manner, (D) shall not be obligated to pay the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs fees and expenses of more than one firm of attorneys (in addition to any local counsel) counsel for all parties indemnified parties. The by such indemnifying party shall not have with respect to such claim, except to the right to settle a claim or action for which extent that in the reasonable judgment of any indemnified party is entitled to indemnification pursuant to this Agreement without the consent a conflict of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to interest may exist between such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term any other of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement indemnified parties with respect to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed)claim. (d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. (e) If the indemnification provided for in required by this Section 11 6 from the indemnifying party is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, an indemnified party hereunder in respect of any losslosses, claimclaims, actiondamages, damage, liability liabilities or expense expenses referred to in this Section 11, then the applicable 6: (i) The indemnifying party, in lieu of indemnifying such indemnified party under this Agreementparty, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability liabilities or expense expenses in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, fault of the indemnifying party shall contribute to such amount and indemnified parties in connection with the actions which resulted in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying partylosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the such indemnifying party, on the one hand, party and of the indemnified party, on the other hand, parties shall be determined by reference to, among other things, whether the untrue any violation has been committed by, or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the by, such indemnifying party or by the indemnified partyparties, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 6(a) and Section 6(b), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Agreement Section 6(e) were determined solely by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in this Section 11(d6(e)(i). In no event shall ; provided, however, that with respect to any pro rata allocation, the amount which a Holder holders of Registrable Securities may included in any such registration shall be obligated deemed to contribute pursuant to this Section 11(d) exceed an amount equal to have only received the net proceeds (after deducting Selling Expenses) actually received by from such Holder in the sale holders’ sales of Registrable Securities that gives rise to in such obligation to contributeregistration. No indemnified party Person guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Article IV, and subject to the fullest extent permitted by applicable law, the Company will indemnify and hold harmless each Holder underwriter, each Investor or Founder who offers or sells any such Registrable Shares in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), and directors, officers, employees and agents of any of them (a "Selling Stockholder"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act") (a "Controlling Person"), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any Person who is action, suit or might be deemed proceeding or any claim asserted), to be a “controlling person” of the Company 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 losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus), (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or "blue sky" laws or any rule or regulation thereunder in connection with such registration; provided, however, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Stockholder or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Stockholder expressly for use in such registration statement, such Selling Stockholder will indemnify and hold harmless each underwriter, the Company (including its subsidiaries directors, officers, employees and agents), each Founder, each other Investor (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them) so registered, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such PersonAct, a “Controlling Person”), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities lawsat common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, any equivalent non-U.S. securities laws however, shall the liability of a Selling Stockholder for indemnification under this Section 4.6(a) in its capacity as such (and not in its capacity as an officer or otherwise, insofar as director of the Company) exceed the lesser of (i) that proportion of the total of such losses, claims, actions, damages, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Stockholder or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, (ii) any omission or alleged omission the proceeds received by such Selling Stockholder from its sale of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated Registrable Shares under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 4.6(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each indemnifying party under this Section 11, then the applicable indemnifying party4.6, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company, the other Selling Stockholders and the indemnifying party. If underwriters from the offering of the Registrable Shares or (ii) if the allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company, the other Selling Stockholders and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Selling Stockholders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Stockholders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Shares. The relative fault of the indemnifying partyCompany, on the one hand, Selling Stockholders and of the indemnified party, on the other hand, underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Selling Stockholders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company, the Selling Stockholders, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Agreement Section 4.6(b) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding paragraph. In no event event, however, shall the amount which a Holder of Registrable Securities may Selling Stockholder be obligated required to contribute pursuant to any amount under this Section 11(d4.6(b) exceed an amount in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the net proportion of the total Registrable Shares sold under such registration statement which are being sold by such Selling Stockholder or (ii) the proceeds (after deducting Selling Expenses) actually received by such Holder in the Selling Stockholder from its sale of Registrable Securities that gives rise to Shares under such obligation to contributeregistration statement. No indemnified party person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. (ec) The provisions amount paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 11 4.6 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 4.6 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person of the indemnified parties. (d) Any person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification, but the failure to do so shall not relieve the indemnifying party from any liability, except to the extent it is actually prejudiced by the failure or delay in giving such notice, and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and shall survive the Transfer any other of any Registrable Securities by any Holdersuch indemnified parties with respect to such claim.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d11(c). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d11(c) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of its subsidiaries (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) (each such Person, a “Controlling Person”)) of a Holder, their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which such Covered Person may become be, or is threatened to become, subject or be involved under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405thereto) or any amendment thereof or supplement to thereto or any document incorporated by reference in the sametherein, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading or misleading, (iii) any violation or alleged violation by the Company or any of its subsidiaries of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws thereunder applicable to the Company or its subsidiaries and relating to any action or inaction required of the Company or its subsidiaries in connection with any registration of securities. In addition, or (iv) any information provided by the Company or at the instruction of the Company to any Person participating in the offer at the point of sale containing any untrue statement or alleged untrue statement of any material fact or omitting or allegedly omitting any material fact required to be included in such information or necessary to make the statements therein not misleading, and the Company shall promptly reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence; provided, that the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement to thereto or any document incorporated by reference in the same therein or other information in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectustherein. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder Prospectus and shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person of the Company against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405thereto) or any amendment of thereof or supplement to the same or thereto, (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made therein not misleading or (iii) any information provided by such Holder or at the instruction of such Holder to any Person participating in the same offer at the point of sale containing any untrue statement or alleged untrue statement of any material fact or omitting or allegedly omitting any material fact required to be included in such information or necessary to make the statements therein not misleading, but, in the case of each of clauses (i), (ii) and (iiiii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto), any amendment thereof or supplement to the same thereto or other information in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statementtherein, Prospectus, preliminary Prospectus or free writing prospectus. In addition, and such Holder shall promptly reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person of the Company for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage damage, liability or liability. The expense; provided, that the obligation to indemnify pursuant to this Section 11(b12(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence; provided, that any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreementhereunder, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement hereunder is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence; provided, that any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the proviso in the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement hereunder without the consent of the indemnified party, The and the indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement thereof the giving by the claimant or plaintiff in such judgment or settlement therein to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 12 is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, an indemnified party in respect of any loss, claim, action, damage, liability or expense referred to in this Section 11herein, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementhereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements, omissions or violations which resulted in such loss, claim, action, damage, liability or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law thereunder applicable to the Company, and, Company or its subsidiaries and relating to any action or inaction required of the Company or its subsidiaries in connection with any registration of securities, whether such action or inaction securities was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to , and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement hereto were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d12(d). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d12(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 12 shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any officer, director or controlling person Controlling Person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holder.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) the Holder, (ii) each Holder of Registrable Securities, any other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) the Holder or underwriter (each such Person, any of the persons referred to in this clause (iii) being hereinafter referred to as a “Controlling Person”), their "controlling person") and (iv) the respective direct and indirect general and limited partners, advisory board membersofficers, directors, officers, trustees, managers, memberspartners, employees, agents, Affiliates representatives and shareholders, and each other Person, if any, who acts on behalf agents of or controls any such the Holder or Controlling Person underwriter or any controlling person (each of any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the foregoingfullest extent lawful, a “Covered Person”) from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to thereto), or any document incorporated by reference in the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any rule or regulation promulgated under such federal the Securities Act or any state securities laws law, or any other law applicable to the Company and relating to any action such registration or inaction required of the Company in connection with any registration of securities. In additionqualification, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, except insofar as such losses, claims, actions, damages, liabilities liabilities, judgments or expenses arise out of any such indemnified Person; (x) are caused by any such untrue statement or are based upon (i) any untrue omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in writing to the Company by or on behalf of a material fact contained in any of such indemnified Person expressly for use therein; (y) with respect to the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under result from the fact that the Holder sold Securities Act to a person to whom there was not sent or any successor rule to Rule 405) given, at or any amendment of or supplement prior to the same or (ii) any omission or alleged omission written confirmation of such sale, a material fact required to be stated in such Registration Statement, copy of the Prospectus, preliminary Prospectus as amended or free writing prospectus or necessary to make supplemented, if the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only Company shall have previously furnished copies thereof to the extent that Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or alleged untrue statementomission; or (z) as a result of the use by an indemnified Person of any Prospectus when, upon receipt of a Blackout Notice or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to a notice from the Company of the existence of any fact of the kind described in Section 2.4(b)(iv), the indemnified Person or the Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and on behalf of any indemnified Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to survive the net proceeds (after deducting Selling Expenses) actually received transfer of such securities by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders In case any action shall be brought or asserted against any of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim indemnified Persons with respect to which it seeks indemnification. Notwithstanding indemnity may be sought against the previous sentenceCompany, any failure or delay to so such indemnified Person shall promptly notify the indemnifying party Company and the Company shall not relieve assume the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delaydefense thereof. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an Such indemnified party, the indemnifying party shall be entitled to participate in and Person shall have the right, exercisable by giving written notice right to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of employ separate counsel in any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled action and to participate in the defense of such claim or action, with counsel of its own choicethereof, but the indemnifying party fees and expenses of such counsel shall not be obligated to reimburse at the expense of the indemnified party for any fees, costs and expenses subsequently incurred Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnified party in connection with such defense unless Company, (Aii) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has Company shall have failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to and employ counsel reasonably acceptable or (iii) the named parties to any such action (including any implied parties) include both the indemnified party or to pursue Person and the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent Company and the indemnified party would present such Person shall have been advised in writing by its counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject Company (in which case the Company shall not have the right to assume the foregoing sentencedefense of such action on behalf of the indemnified Person), no indemnifying party shallit being understood, however, that the Company shall not, in connection with any one claim or such action or separate but substantially similar or related actions in the same jurisdiction or proceedings arising out of the same general circumstances allegations or allegationscircumstances, be liable for the fees, costs reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified partiesPersons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The indemnifying party Company shall not have be liable for any settlement of any such action or proceeding effected without the right Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to settle a claim or action for which indemnify and hold harmless any indemnified party is entitled to indemnification pursuant to this Agreement without Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified partyPerson, The indemnifying party shall not settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any judgment pending or enter into threatened action, claim, litigation or agree to proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any settlement relating to such claim or action indemnified Person is a party thereto), unless such judgment settlement, compromise, consent or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and termination includes as an unconditional term release of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such each indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release Person from all liability arising out of such action, claim litigation or proceeding. (b) The Holder agrees to indemnify and hold harmless the Company and its directors, officers and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with respect to actions based on information relating to the Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, and (ii) to the extent of the gross proceeds, if any, received by such Holder from the sale or other disposition of its Restricted Securities covered by such Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against the Holder, such claim or action. The indemnifying party Holder shall have the rights and duties given the Company in Section 2.8(a) (except that the Holder may but shall not be liable under this Agreement for any amount paid required to assume the defense thereof), and the Company or payable its directors or incurred pursuant officers or such controlling person shall have the rights and duties given to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayedHolder by Section 2.8(a). (dc) If the indemnification provided for in this Section 11 2.8 is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, an indemnified party under Section 2.7(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any losslosses, claimclaims, actiondamages, damageliabilities, liability judgments or expense expenses referred to in this Section 11therein, then the each applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementparty, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims damages, actionliabilities, damage, liability judgments or expense expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company on the one hand and the indemnifying party. If Holder on the other hand from sale of Restricted Securities or (ii) if such allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company and the indemnifying partyHolder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, Company on the one hand, hand and of the indemnified party, Holder on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party Company or by the indemnified party, whether Holder and the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties amount paid to a party as a result of the losses, claims, damages, liabilities, judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Agreement Section 2.8(c) were determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 11(d). In no event 2.8(c) the Holder (and its related indemnified Persons) shall not be required to contribute, in the aggregate, any amount in excess of the amount by which a Holder the dollar amount of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in upon the sale of Registrable the Restricted Securities that gives rise exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such obligation to contributeuntrue statement or omission or alleged omission. No indemnified party person guilty or liable of fraudulent misrepresentation misrepresentations (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (e) . The indemnity, and contribution provisions of contained in this Section 11 shall remain 2.8 are in full force and effect regardless of addition to any investigation made by or on behalf of any liability which the indemnifying person may otherwise have to the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holderpersons referred to above.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Article V, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each Holder underwriter and each Mezzanine Investor who offers or sells any such Registrable Interests in connection with such registration statement (including their respective partners (including partners of Registrable Securitiespartners and stockholders and members of any such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, managers, members, employees and agents of the Company or any of its subsidiaries them (a "SELLING HOLDER"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”"CONTROLLING PERSON"), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or severalseveral (including any investigation, reasonable legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), as the same are incurred to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange Act, any or other federal or state blue sky securities lawsstatutory law or regulation, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to such registration statement or any document incorporated by reference in the sameprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus it or necessary to make the statements made in the same it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company thereunder in connection with any registration of securities. In additionsuch registration; provided, however, that the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any will not be liable to the extent that such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or omission made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered Selling Holder or Controlling Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus registration statement or free writing prospectus. This indemnity shall be in addition is due to the failure of such Selling Holder or Controlling Person to deliver a copy of the prospectus or any liability supplements thereto a reasonable period of time after the Company may otherwise have. has furnished such Selling Holder or Controlling Person with a sufficient number of copies of the same or by the delivery of prospectuses by such Selling Holder or Controlling Person after the Company notified such Selling Holder or Controlling Person in writing to discontinue delivery of prospectuses. With respect (bi) In connection with any registration to such untrue statement or omission or alleged untrue statement or omission in which a Holder of Registrable Securities is participating, each such Holder shall furnish the information furnished in writing to the Company in writing by such information as the Company reasonably requests Selling Holder or Controlling Person expressly for use in connection with any such Registration Statement registration statement or Prospectus. Each Holder shall, (ii) to the fullest extent permitted by lawfailure of any Selling Holder of Controlling Person to refrain from delivering any prospectus or supplements thereto a reasonable period of time following notice from the Company to discontinue delivery such prospectus or supplements, such Selling Holder will indemnify and hold harmless each underwriter, the CompanyCompany (including its directors, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Persons), and each other Selling Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees, agents and Controlling Person of any of them), from and against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which they they, or any of them them, may become subject under the Securities Act, the Exchange Act, any or other federal or state blue sky securities lawsstatutory law or regulation, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement otherwise to the same or (ii) any omission or alleged omission extent provided in the immediately preceding sentence. In no event, however, shall the liability of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus Selling Holder or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to indemnification under this Section 11(b5.6(a) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not in its capacity as such exceed an amount equal to the net proceeds (after before deducting Selling Expensesexpenses) actually received by such Selling Holder in the from its sale of Registrable Securities to which Interests under such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveregistration statement. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (db) If the indemnification provided for in this Section 11 5.6(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party Indemnified Party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each Indemnifying Party under this Section 11, then the applicable indemnifying party5.6, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company, the other Selling Holders and the indemnifying party. If underwriters, if any, from the offering of the Registrable Interests or (ii) if the allocation provided by the preceding sentence clause (i) above is not permitted by applicable lawApplicable Law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company, the other Selling Holders and the indemnifying partyunderwriters, if any, in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Selling Holders and the underwriters, if any, shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, if any, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Interests. The relative fault of the indemnifying partyCompany, on the one handSelling Holders and the underwriters, and of the indemnified party, on the other handif any, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Selling Holders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Agreement Section 5.6(b) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding paragraph. In no event event, however, shall the amount which a Selling Holder of Registrable Securities may be obligated required to contribute pursuant to any amount under this Section 11(d5.6(b) exceed an amount equal to in excess of the net proceeds (after before deducting Selling Expensesexpenses) actually received by such Selling Holder in the from its sale of Registrable Securities that gives rise to Interests under such obligation to contributeregistration statement. No indemnified party person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. (ec) As promptly as is reasonably practicable after receipt by a party seeking indemnification pursuant to this Section 5.6 (an "INDEMNIFIED PARTY") of written notice of any investigation, claim, proceeding or other action in respect of which indemnification is being sought (each, a "CLAIM"), the Indemnified Party promptly shall notify the party against whom indemnification pursuant to this Section 5.6 is being sought (the "INDEMNIFYING PARTY") of the commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability hereunder, except to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. In connection with any Claim, the Indemnifying Party shall be entitled to assume the defense thereof. Notwithstanding the assumption of the defense of any Claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such Claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs and expenses, (y) the Indemnified Party shall reasonably have concluded that representation by the same legal counsel would not be appropriate due to (i) actual or potentially differing interests between such parties in the conduct of the defense of such Claim, or (ii) legal defenses that may be available to the Indemnified Party that are in addition to or disparate from those available to the Indemnifying Party, or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party and take action to defend such claim within 30 days after notice of the commencement of such Claim or the Indemnifying Party shall, in the reasonable judgment of the Indemnified Party, have ceased to conduct a diligent defense of such claim. If the Indemnified Party employs separate legal counsel in circumstances other than as described in clauses (x), (y) or (z) above, the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party. Except as provided above, the Indemnifying Party shall not, in connection with any Claim in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel for the Indemnified Party (together with appropriate local counsel). No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment with respect thereto, unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnifying Party from all liabilities with respect to such Claim or judgment 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. (d) The provisions of indemnification and contribution provided for in this Section 11 shall 5.6 will remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party the Indemnified Parties or any officer, director director, employee, agent or controlling person Controlling Person of such indemnified party and shall survive the Transfer of any Registrable Securities by any HolderIndemnified Parties.

Indemnification; Contribution. (a) The Company shall, Agilent and World Trade jointly and severally agree to the fullest extent permitted by law, indemnify and hold harmless each Holder of Registrable Securities, any Person who is or might be deemed to be a “controlling person” of the Company or any of Lloyds and its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct and indirect general and limited partners, advisory board membersaffiliates, directors, officers, trustees, managers, members, employees, agents, Affiliates agents and shareholders, controlling persons (Lloyds and each such other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a person being an “Covered PersonIndemnified Party”) from and against any and all losses, claims, actions, damages, liabilities damages and expensesliabilities, joint or several, to which such Covered Person may become Indemnified Party becomes subject under the Securities Actany applicable law, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities otherwise related to or expenses arise arising out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference in the same, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with (a) any registration transaction contemplated by this Agreement, or (b) any statement which shall have been false or incorrect in any material respect when made or deemed made in any information or documents furnished or made available by World Trade or Agilent or any of securities. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person their affiliates in connection with investigatingthe transactions contemplated pursuant to this Agreement; provided, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity neither Agilent nor World Trade shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests liable under this Section 4 for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actionsdamages or liabilities to the extent related to or arising out of or in connection with (1) any breach by Agilent or World Trade of (x) any representation or warranty set forth in Section 2.10 of the Agilent Agreement or (y) any covenant set forth in Section 3.15 of the Agilent Agreement or (2) except for obligations of World Trade that are expressly set forth in a Novation Agreement dated on or after the Lloyds Funding Date, damagesany assignment or other transfer (x) by the Trust or ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, liabilities and expenses, joint or several, Inc. (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) to which they Lloyds of all or any of them may become subject the Trust’s or ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇, as applicable, rights and/or obligations under the Securities Act, Prior Repo Agreement and the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Prior Agilent Guaranty or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (iy) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act by Lloyds or any successor rule to Rule 405) transferee under this Agreement or the Repo Agreement of all or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, butRepo Rights and Obligations and/or Related Agreement Rights and Obligations, in the each case of each of clauses clause (i1) and (ii), only to 2) without limiting the extent that such untrue statement other liabilities of Agilent or alleged untrue statement, World Trade hereunder or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or under any amendment or supplement to of the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectusother Operative Documents. In addition, such Holder no event shall reimburse the Company, its directors Agilent or World Trade be liable for fees and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds of more than one counsel (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (clocal counsel) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice separate from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with their own counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, all Indemnified Parties in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances allegations or allegationscircumstances. Agilent and World Trade jointly and severally agree to promptly reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising from any of the matters referred to in the preceding sentence, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of World Trade or Agilent whether or not resulting in any liability. Neither Agilent nor World Trade shall be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the feesplaintiff, costs Agilent and expenses World Trade jointly or severally agree to indemnify the Indemnified Party from and against any loss or liability by reason of more than one firm such settlement or judgment. Agilent and World Trade further jointly and severally agree not to assert any claim against any Indemnified Party for consequential, punitive or exemplary damages on any theory of attorneys (liability in addition connection with the transactions described in or contemplated by this Agreement. Neither Agilent nor World Trade shall be liable to an Indemnified Party under the foregoing indemnification provision to the extent that any local counsel) for all indemnified partiesloss, claim, damage, liability or expense is finally determined by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s bad faith, gross negligence or willful misconduct. The indemnifying party shall not have the right to settle a claim Agilent and World Trade jointly and severally agree that, without Lloyds’s prior written consent, neither World Trade nor Agilent nor any of their affiliates or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified partysubsidiaries will settle, The indemnifying party shall not compromise or consent to the entry of any judgment in any pending or enter into threatened claim, action or agree to proceeding in respect of which indemnification has been or could be sought under the indemnification provisions of this Agreement (whether or not Lloyds or any settlement relating other Indemnified Party is an actual or potential party to such claim claim, action or action proceeding), unless such judgment settlement, compromise or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and consent (a) includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified partywritten release, in form and substance reasonably satisfactory to such indemnified partyLloyds and each Indemnified Party, of a full and final release from all liability in respect arising out of such claim claim, action or action. The indemnifying party shall proceeding and (b) does not be liable under this Agreement for include any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (d) If the indemnification provided for in this Section 11 is held by a court of competent jurisdiction to be unavailable statement as to, or unenforceable byan admission of, an indemnified party in respect of any lossfault, claim, action, damage, liability culpability or expense referred failure to in this Section 11, then the applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreement, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, action, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party. If the allocation provided by the preceding sentence is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or violation. The parties agree that it would not be just and equitable if contribution pursuant to this Agreement were determined by pro rata allocation or by any other method or allocation that does not take into account the equitable considerations referred to in this Section 11(d). In no event shall the amount which a Holder of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities that gives rise to such obligation to contribute. No indemnified party guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The provisions of this Section 11 shall remain in full force and effect regardless of any investigation made act by or on behalf of any indemnified party Indemnified Party. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Agilent or any officerof its subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, director or controlling person World Trade and Agilent agree to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the fees and expenses of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holderits legal counsel.

Indemnification; Contribution. (a) The Company shall, agrees to the fullest extent permitted by law, indemnify and hold harmless (i) the Holder, (ii) each Holder of Registrable Securities, any other Person who is participates as an underwriter in the offering or might be deemed to be a “controlling sale of such securities, (iii) each person” of the Company or any of its subsidiaries , if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) the Holder or underwriter (each such Person, any of the persons referred to in this clause (iii) being hereinafter referred to as a “Controlling Person”), their "controlling person") and (iv) the respective direct and indirect general and limited partners, advisory board membersofficers, directors, officers, trustees, managers, memberspartners, employees, agents, Affiliates representatives and shareholders, and each other Person, if any, who acts on behalf agents of or controls any such the Holder or Controlling Person underwriter or any controlling person (each of any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the foregoingfullest extent lawful, a “Covered Person”) from and against any and all losses, claims, actions, damages, liabilities and liabilities, judgments or expenses, joint or severalseveral (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, "Claims"), to which such Covered indemnified Person may become subject under either Section 15 of the Securities Act, Act or Section 20 of the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses Claims arise out of or are based upon (i) upon, or are caused by any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus Statement or Prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to thereto), or any document incorporated by reference in the same, (ii) any omission or alleged omission of to state therein a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus therein or necessary to make the statements made in the same therein not misleading misleading, or (iii) any violation or alleged a violation by the Company of the Securities Act or any other similar federal or state securities laws law, or any rule or regulation promulgated under such federal the Securities Act or any state securities laws law, or any other law applicable to the Company and relating to any action such registration or inaction required of the Company in connection with any registration of securities. In additionqualification, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, except insofar as such losses, claims, actions, damages, liabilities liabilities, judgments or expenses arise out of any such indemnified Person; (x) are caused by any such untrue statement or are based upon (i) any untrue omission or alleged untrue statement or omission that is based upon information relating to such indemnified Person furnished in writing to the Company by or on behalf of a material fact contained in any of such indemnified Person expressly for use therein; (y) with respect to the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under result from the fact that the Holder sold Securities Act to a person to whom there was not sent or any successor rule to Rule 405) given, at or any amendment of or supplement prior to the same or (ii) any omission or alleged omission written confirmation of such sale, a material fact required to be stated in such Registration Statement, copy of the Prospectus, preliminary Prospectus as amended or free writing prospectus or necessary to make supplemented, if the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only Company shall have previously furnished copies thereof to the extent that Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or alleged untrue statementomission; or (z) as a result of the use by an indemnified Person of any Prospectus when, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.2(b)(iv), the indemnified Person or the Holder was not permitted to do so. Such indemnity shall remain in full force and effect regardless of any investigation made by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and on behalf of any indemnified Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to survive the net proceeds (after deducting Selling Expenses) actually received transfer of such securities by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders In case any action shall be brought or asserted against any of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise have. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim indemnified Persons with respect to which it seeks indemnification. Notwithstanding indemnity may be sought against the previous sentenceCompany, any failure or delay to so such indemnified Person shall promptly notify the indemnifying party Company and the Company shall not relieve assume the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delaydefense thereof. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an Such indemnified party, the indemnifying party shall be entitled to participate in and Person shall have the right, exercisable by giving written notice right to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of employ separate counsel in any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled action and to participate in the defense of such claim or action, with counsel of its own choicethereof, but the indemnifying party fees and expenses of such counsel shall not be obligated to reimburse at the expense of the indemnified party for any fees, costs and expenses subsequently incurred Person unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnified party in connection with such defense unless Company, (Aii) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has Company shall have failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to and employ counsel reasonably acceptable or (iii) the named parties to any such action (including any implied parties) include both the indemnified party or to pursue Person and the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent Company and the indemnified party would present such Person shall have been advised in writing by its counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject Company (in which case the Company shall not have the right to assume the foregoing sentencedefense of such action on behalf of the indemnified Person), no indemnifying party shallit being understood, however, that the Company shall not, in connection with any one claim or such action or separate but substantially similar or related actions in the same jurisdiction or proceedings arising out of the same general circumstances allegations or allegationscircumstances, be liable for the fees, costs reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all the indemnified partiesPersons, which firm shall be (x) designated by such indemnified Persons and (y) reasonably satisfactory to the Company. The indemnifying party Company shall not have be liable for any settlement of any such action or proceeding effected without the right Company's prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to settle a claim or action for which indemnify and hold harmless any indemnified party is entitled to indemnification pursuant to this Agreement without Person from and against any loss, claim, damage, liability, judgment or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each indemnified partyPerson, The indemnifying party shall not settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any judgment pending or enter into threatened action, claim, litigation or agree to proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any settlement relating to such claim or action indemnified Person is a party thereto), unless such judgment settlement, compromise, consent or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and termination includes as an unconditional term release of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such each indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release Person from all liability arising out of such action, claim litigation or proceeding. (b) The Holder agrees to indemnify and hold harmless the Company and its directors, officers and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each person, to the same extent as the foregoing indemnity from the Company to each of the indemnified Persons, but only (i) with respect to actions based on information relating to the Holder furnished in writing by or on behalf of such Holder expressly for use in any Registration Statement or Prospectus, and (ii) to the extent of the gross proceeds, if any, received by such Holder from the sale or other disposition of its Restricted Securities covered by such Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against the Holder, such claim or action. The indemnifying party Holder shall have the rights and duties given the Company in Section 2.6(a) (except that the Holder may but shall not be liable under this Agreement for any amount paid required to assume the defense thereof), and the Company or payable its directors or incurred pursuant officers or such controlling person shall have the rights and duties given to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayedHolder by Section 2.6(a). (dc) If the indemnification provided for in this Section 11 2.6 is held by a court of competent jurisdiction unavailable to be unavailable to, or unenforceable by, an indemnified party under Section 2.5(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any losslosses, claimclaims, actiondamages, damageliabilities, liability judgments or expense expenses referred to in this Section 11therein, then the each applicable indemnifying party, in lieu of indemnifying such indemnified party under this Agreementparty, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims damages, actionliabilities, damage, liability judgments or expense expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company on the one hand and the indemnifying party. If Holder on the other hand from sale of Restricted Securities or (ii) if such allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company and the indemnifying partyHolder in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party, Company on the one hand, hand and of the indemnified party, Holder on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party Company or by the indemnified party, whether Holder and the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party or the indemnified party. The relative fault shall also be determined by reference to the parties’ parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties amount paid to a party as a result of the losses, claims, damages, liabilities judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 2.6(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Agreement Section 2.6(c) were determined by pro rata allocation or by any other method or of allocation that which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 11(d). In no event 2.6(c) the Holder (and its related indemnified Persons) shall not be required to contribute, in the aggregate, any amount in excess of the amount by which a Holder the dollar amount of Registrable Securities may be obligated to contribute pursuant to this Section 11(d) exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in upon the sale of Registrable the Restricted Securities that gives rise exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such obligation to contributeuntrue statement or omission or alleged omission. No indemnified party person guilty or liable of fraudulent misrepresentation misrepresentations (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (e) . The indemnity, and contribution provisions of contained in this Section 11 shall remain 2.6 are in full force and effect regardless of addition to any investigation made by or on behalf of any liability which the indemnifying person may otherwise have to the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the Transfer of any Registrable Securities by any Holderpersons referred to above.

Indemnification; Contribution. (a) The Incident to any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter and each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including such Holder’s partners (including partners of Registrable Securitiespartners and stockholders of any such partners), and directors, officers, employees, representatives and agents of any Person who is or might be deemed to be of them (a “controlling person” of the Company or Selling Holder”), and each person who controls any of its subsidiaries them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”), their respective direct ) from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or severalseveral (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to such registration statement or any document incorporated by reference in the sameprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus it or necessary to make the statements made in the same it not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or Act, any other similar federal or state securities or “blue sky” laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company thereunder in connection with any registration of securities. In additionsuch registration; provided, however, that the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any will not be liable to the extent that such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or omission made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, on and in conformity with, written with information prepared and furnished in writing to the Company by such Covered underwriter, Selling Holder or Controlling Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus registration statement. With respect to such untrue statement or free omission or alleged untrue statement or omission in the information furnished in writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing by such information as the Company reasonably requests Selling Holder expressly for use in connection with any such Registration Statement or Prospectus. Each registration statement, such Selling Holder shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, the CompanyCompany (including its directors, its directors and officers, employees, representatives and agents) and each other Holder (including such Holder’s partners (including partners of partners and stockholders of such partners) and directors, officers, employees, representatives and agents of any of them, and each person who controls any Person who is of them within the meaning of Section 15 of the Securities Act or might be deemed to be a Controlling Person Section 20 of the Exchange Act), from and against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which they they, or any of them them, may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) other federal or any amendment of state statutory law or supplement regulation, at common law or otherwise to the same or (ii) any omission or alleged omission extent provided in the immediately preceding sentence. In no event, however, shall the liability of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Selling Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to indemnification under this Section 11(b5(a) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Selling Holder in the from its sale of Registrable Securities to which under such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveregistration statement. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (db) If the indemnification provided for in this Section 11 5(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each indemnifying party under this Section 11, then the applicable indemnifying party5, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company, the Selling Holders and the indemnifying party. If underwriters from the offering of the Registrable Securities or (ii) if the allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company, the Selling Holders and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations; provided, however, that in the event of a registration statement filed in response to a demand under Section 3(a) and in which the Company does not register any shares of capital stock, the proportion of contribution by the Company, the Selling Holders and the underwriters shall in all cases be governed by clause (ii) above. The relative benefits received by the Company, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The relative fault of the indemnifying partyCompany, on the one hand, Selling Holders and of the indemnified party, on the other hand, underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Selling Holders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company, the Selling Holders, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Agreement Section 5(b) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding paragraph. In no event event, however, shall the amount which a Selling Holder of Registrable Securities may be obligated required to contribute pursuant to any amount under this Section 11(d5(b) exceed an amount equal to in excess of the net proceeds (after deducting Selling Expenses) actually received by such Selling Holder in the from its sale of Registrable Securities that gives rise to under such obligation to contributeregistration statement. No indemnified party person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. (ec) The provisions amount paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 11 5 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 5 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person Controlling Person of such the indemnified party and shall survive parties. No indemnifying party, in the Transfer defense of any Registrable Securities by such claim or litigation, shall enter into a consent of entry of any Holderjudgment or enter into a settlement without the consent of the indemnified party, which consent will not be unreasonably withheld. (d) Notwithstanding the foregoing, to the extent the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

Indemnification; Contribution. (a) The Company shallIncident to any registration statement referred to in this Article IV, and subject to the fullest extent permitted by applicable law, New ▇▇▇▇▇▇ Epyx will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of such partners), any Person who is or might be deemed to be a “controlling person” and directors, officers, employees and agents of the Company or any of its subsidiaries them (a "Selling Holder"), and each person (a "Controlling Person") who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Personcollectively, a “Controlling Person”the "Indemnified Persons"), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or severalseveral (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, expenses or liabilities or expenses arise out of or are based upon on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or incorporated by reference in any Registration Statementdefinitive prospectus, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment or supplement to such registration statement or any document incorporated by reference in the sameprospectus), (ii) any omission or alleged omission of to state in such document a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus it or necessary to make the statements made in the same it not misleading misleading, or (iii) any violation or alleged violation by the Company New ▇▇▇▇▇▇ Epyx of the Securities Act or Act, any other similar federal or state securities or "blue sky" laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company thereunder in connection with any registration of securities. In additionsuch registration; provided, however, that New ▇▇▇▇▇▇ Epyx will not be liable to the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any extent that such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the Company shall not be so liable in any such case to the extent that any loss, claim, action, damage, expense or liability or expense arises out of or from and is based upon any such on an untrue statement or alleged untrue statement, or omission or alleged omission, untrue statement or omission made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, on and in conformity with, written with information prepared and furnished in writing to the Company New ▇▇▇▇▇▇ Epyx by such Covered Indemnified Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus registration statement (in such Person's capacity as a shareholder of New ▇▇▇▇▇▇ Epyx and not in its capacity as an officer or free writing prospectusdirector of New ▇▇▇▇▇▇ Epyx and which such information relates to such Person's capacity as a shareholder). This indemnity shall be With respect to such untrue statement or omission or alleged untrue statement or omission in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company information furnished in writing such information as the Company reasonably requests to New ▇▇▇▇▇▇ Epyx by any Selling Holder expressly for use in connection with any such Registration Statement registration statement (in such Person's capacity as a shareholder of New ▇▇▇▇▇▇ Epyx and not in its capacity as an officer or Prospectus. Each director of New ▇▇▇▇▇▇ Epyx and which such information relates to such Person's capacity as a shareholder), such Selling Holder shall, to the fullest extent permitted by law, will indemnify and hold harmless the Companyeach underwriter, New ▇▇▇▇▇▇ Epyx (including its directors and directors, officers, employeesemployees and agents), each other Selling Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them), and each person who controls any Person who is of them within the meaning of Section 15 of the Securities Act or might be deemed to be a Controlling Person Section 20 of the Exchange Act, from and against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which they they, or any of them them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities lawsat common law or otherwise to the same extent provided in the immediately preceding sentence. In no event, any equivalent non-U.S. securities laws however, shall the liability of a Selling Holder for indemnification under this Section 4.4(a) in its capacity as such (and not in its capacity as an officer or otherwise, insofar as director of New ▇▇▇▇▇▇ Epyx) exceed the lesser of (i) that proportion of the total of such losses, claims, actions, damages, damages or liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement indemnified against equal to the same proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Selling Holder in the from its sale of Registrable Securities to which under such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveregistration statement. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (db) If the indemnification provided for in this Section 11 4.4(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each indemnifying party under this Section 11, then the applicable indemnifying party4.4, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by New ▇▇▇▇▇▇ Epyx, the indemnified party other Selling Holders and the indemnifying party. If underwriters from the offering of the Registrable Securities or (ii) if the allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of New ▇▇▇▇▇▇ Epyx, the indemnified party other Selling Holders and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by New ▇▇▇▇▇▇ Epyx, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by New ▇▇▇▇▇▇ Epyx and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The relative fault of New ▇▇▇▇▇▇ Epyx, the indemnifying party, on Selling Holders and the one hand, and of the indemnified party, on the other hand, underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by New ▇▇▇▇▇▇ Epyx, the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Selling Holders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statementstatement or omission. New ▇▇▇▇▇▇ Epyx, omission or violation. The parties the Selling Holders, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Agreement Section 4.4(b) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding paragraph. In no event event, however, shall the amount which a Selling Holder of Registrable Securities may be obligated required to contribute pursuant to any amount under this Section 11(d4.4(b) exceed an amount in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the net proportion of the total Registrable Securities sold under such registration statement which are being sold by such Selling Holder or (ii) the proceeds (after deducting Selling Expenses) actually received by such Selling Holder in the from its sale of Registrable Securities that gives rise to under such obligation to contributeregistration statement. No indemnified party person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. (ec) The provisions amount paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 11 4.4 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 4.4 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person of such the indemnified party and shall survive the Transfer of any Registrable Securities by any Holderparties.

Indemnification; Contribution. (a) The Incident to any registration statement referred to in this Section 6, the Company shall, to the fullest extent permitted by law, will indemnify and hold harmless each underwriter, each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of Registrable Securitiespartners and stockholders of any such partners), and directors, officers, employees and agents of any of them (a "Selling Holder"), and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act") (a "Controlling Person"), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any Person who is action, suit or might be deemed proceeding or any claim asserted, as the same are incurred), to be a “controlling person” of the Company 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 losses, claims, damages or liabilities arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement (including any related preliminary or definitive prospectus, or any amendment or supplement to such registration statement or prospectus), (ii) any omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or "blue sky" laws or any rule or regulation thereunder in connection with such registration; provided, however, that the Company will not be liable to the extent that such loss, claim, damage, expense or liability arises from and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished in writing to the Company by such underwriter, Selling Holder or Controlling Person expressly for use in such registration statement. With respect to such untrue statement or omission or alleged untrue statement or omission in the information furnished in writing to the Company by such Selling Holder expressly for use in such registration statement, such Selling Holder will indemnify and hold harmless each underwriter, the Company (including its subsidiaries directors, officers, employees and agents), each other Holder (including its partners (including partners of partners and stockholders of such partners) and directors, officers, employees and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person, a “Controlling Person”Act), their respective direct from and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, employees, agents, Affiliates and shareholders, and each other Person, if any, who acts on behalf of or controls any such Holder or Controlling Person (each of the foregoing, a “Covered Person”) against any and all losses, claims, actions, damages, liabilities expenses and expensesliabilities, joint or several, to which such Covered Person they, or any of them, may become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, any state blue sky securities laws, any equivalent non-U.S. securities laws at common law or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under to the Securities Act or any successor rule to Rule 405) or any amendment or supplement to or any document incorporated by reference same extent provided in the same, (ii) any omission or alleged omission of a material fact required to be stated in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated under such federal or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of securitiesimmediately preceding sentence. In addition, the Company shall reimburse each Covered Person for any legal or other expenses reasonably incurred by such Covered Person in connection with investigating, defending or settling any such loss, claim, action, damage or liability. Notwithstanding the previous sentence, the The Company shall not be so liable in obligated hereunder to indemnify any such case to the extent that any loss, claim, action, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in any such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to or any document incorporated by reference in the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. This indemnity shall be in addition to any liability the Company may otherwise have. (b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus. Each Holder shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person against any losses, claims, actions, damages, liabilities and expenses, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule to Rule 405) or any amendment of or supplement to the same or (ii) any omission or alleged omission of a material fact required to be stated in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus or necessary to make the statements made in the same not misleading, but, in the case of each of clauses (i) and (ii), only to the extent that such untrue statement or alleged untrue statement, or omission or alleged omission, is made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment or supplement to the same in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In addition, such Holder shall reimburse the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a Controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, action, damage or liability. The obligation to indemnify pursuant to this Section 11(b) shall be individual and several, not joint and several, for each participating Holder and shall be proportional to and shall not exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in the sale of Registrable Securities to which such Registration Statement or Prospectus relates. The indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, liability or action or proceeding if such settlement is effected without the consent of such Holderthe Company (which consent shall not be unreasonably withheld). The Company and In no event, however, shall the Holders liability of a Selling Holder for indemnification under this Section 6.5(a) exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being sold by such Selling Holder or (ii) the proceeds received by such Selling Holder from its sale of Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by under such Holders, the only information furnished or to be furnished to the Company for use in any Registration Statement or Prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated with the same are statements specifically relating to (a) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (b) the name and address of such Holder and (c) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document. This indemnity shall be in addition to any liability which such Holder may otherwise haveregistration statement. (c) Any Person entitled to indemnification pursuant to this Agreement shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification. Notwithstanding the previous sentence, any failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is actually and materially prejudiced by reason of such failure or delay. In case a claim or an action that is subject or potentially subject to indemnification pursuant to this Agreement is brought against an indemnified party, the indemnifying party shall be entitled to participate in and shall have the right, exercisable by giving written notice to the indemnified party as promptly as practicable after receipt of written notice from such indemnified party of such claim or action, to assume, at the indemnifying party’s expense, the defense of any such claim or action, with counsel reasonably acceptable to the indemnified party. Notwithstanding the previous sentence, any indemnified party shall continue to be entitled to participate in the defense of such claim or action, with counsel of its own choice, but the indemnifying party shall not be obligated to reimburse the indemnified party for any fees, costs and expenses subsequently incurred by the indemnified party in connection with such defense unless (A) the indemnifying party has agreed in writing to pay such fees, costs and expenses, (B) the indemnifying party has failed to assume the defense of such claim or action within a reasonable time after receipt of notice of such claim or action, (C) having assumed the defense of such claim or action, the indemnifying party fails to employ counsel reasonably acceptable to the indemnified party or to pursue the defense of such claim or action in a reasonably vigorous manner, (D) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (E) the indemnified party has reasonably concluded that there may be one or more legal or equitable defenses available to it and/or other any other indemnified party which are different from or additional to those available to the indemnifying party. Subject to the foregoing sentence, no indemnifying party shall, in connection with any one claim or action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees, costs and expenses of more than one firm of attorneys (in addition to any local counsel) for all indemnified parties. The indemnifying party shall not have the right to settle a claim or action for which any indemnified party is entitled to indemnification pursuant to this Agreement without the consent of the indemnified party, The indemnifying party shall not consent to the entry of any judgment or enter into or agree to any settlement relating to such claim or action unless such judgment or settlement does not impose any admission of wrongdoing or ongoing obligations on any indemnified party and includes as an unconditional term of such judgment or settlement the giving by the claimant or plaintiff in such judgment or settlement to such indemnified party, in form and substance reasonably satisfactory to such indemnified party, of a full and final release from all liability in respect of such claim or action. The indemnifying party shall not be liable under this Agreement for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified party unless the indemnifying party has also consented to such judgment or settlement (such consent not to be unreasonably withheld, conditioned or delayed). (db) If the indemnification provided for in this Section 11 6.5(a) above for any reason is held by a court of competent jurisdiction to be unavailable to, or unenforceable by, to an indemnified party in respect of any losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities referred to in therein, then each indemnifying party under this Section 11, then the applicable indemnifying party6.5, in lieu of indemnifying such indemnified party under this Agreementthereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losslosses, claimclaims, actiondamages, damage, liability expenses or expense liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party Company, the other Selling Holders and the indemnifying party. If underwriters from the offering of the Registrable Securities, or (ii) if the allocation provided by the preceding sentence clause (i) above is not permitted by applicable law, the indemnifying party shall contribute to such amount in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding sentence clause (i) above but also the relative fault of the indemnified party Company, the other Selling Holders and the indemnifying partyunderwriters in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Selling Holders and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company and the Selling Holders and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The relative fault of the indemnifying partyCompany, on the one hand, Selling Holders and of the indemnified party, on the other hand, underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other federal or state securities law or rule or regulation promulgated under such federal or state securities law applicable to the Company, and, relating to any action or inaction required of the Company in connection with any registration of securities, whether such action or inaction was perpetrated by the indemnifying party Selling Holders or the indemnified party. The relative fault shall also be determined by reference to underwriters and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission statement or violationomission. The parties Company, the Selling Holders, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Agreement Section 6.5(b) were determined by pro rata or per capita allocation or by any other method or of allocation that which does not take into account of the equitable considerations referred to in this Section 11(d)the immediately preceding paragraph. In no event event, however, shall the amount which a Selling Holder of Registrable Securities may be obligated required to contribute pursuant to any amount under this Section 11(d6.5(b) exceed an amount in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the net proportion of the total Registrable Securities sold under such registration statement which are being sold by such Selling Holder or (ii) the proceeds (after deducting Selling Expenses) actually received by such Selling Holder in the from its sale of Registrable Securities that gives rise to under such obligation to contributeregistration statement. No indemnified party person found guilty or liable of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act Act) shall be entitled to contribution from any Person person who was not found guilty of such fraudulent misrepresentation. (ec) The provisions amount paid by an indemnifying party or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 11 6.5 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incur-red. The indemnification and contribution provided for in this Section 6.5 will remain in full force and effect regardless of any investigation made by or on behalf of any the indemnified party parties or any officer, director director, employee, agent or controlling person of such the indemnified party and shall survive the Transfer of any Registrable Securities by any Holderparties.