Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, liabilities and expenses, joint or several, to which such holder or any such director or officer or participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellers. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Act.

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a registration of any securities of the Company under the Securities Actstatement contemplated by this Agreement, the Company willshall, and it hereby doesagrees to, indemnify and hold harmless in the case of any registration statement filed pursuant harmless, or cause to Section 2 or 3be indemnified and held harmless, the holder of any Registrable Securities covered by such registration statement, each Amneal Group Member and its directors and respective officers, each officer directors, employees and director of each underwritercontrolling Persons, each other person who participates as an underwriter if any, in the any offering or sale of such securities and each other personthe Registrable Shares, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damagesdamages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, liabilities and expenses, joint or several“Claims”), to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) , arise out of or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Actstatement, or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), or final prospectus or summary prospectus included contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (yor its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company of any securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other out-of-pocket expenses reasonably incurred and documented by them the Company in connection with investigating or defending any such lossClaims, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such each case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information the Required Amneal Group Member Information furnished to the Company through an instrument duly executed in writing by such sellers the Amneal Group Member or their underwriters specifically stating that it is its Representative expressly for use in therein that is the preparation subject of such registration statementthe untrue statement or omission; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) that the liability of each seller Amneal Group Member hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is an amount equal to the proportion that the public offering price dollar amount of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller Amneal Group Member from the sale of Registrable Securities covered Shares sold by such Amneal Group Member pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by statement or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersprospectus. (c) Promptly after receipt Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party of notice of the commencement in respect of any action or proceeding involving a claim Claims referred to in therein, then each indemnifying party shall contribute to the preceding subdivisions of this Section 6, amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure Claims in such proportion as is appropriate to give notice. In case any such action is brought against an reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, contribute to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall have mutually agreed be deemed to include (subject to the retention of such counsel limitations set forth in Section 5.9) any legal or (iii) representation of other fees or expenses reasonably incurred by such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual in connection with investigating or potential differing interests between defending any such indemnified party and any other person represented by such counsel in such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense meaning of such action on behalf Section 11(f) of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modificationsSecurities Act) shall be given entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the Company and each seller sale of Registrable Securities with respect Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any required registration amounts paid or other qualification payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of such Registrable Securities under any federal fraud or state law or regulation or governmental authority other than the Securities Actwillful misconduct).

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does, agrees to indemnify and hold harmless in the case each Holder of any registration statement filed pursuant to Section 2 or 3Registrable Securities, the holder of any Registrable Securities covered by such registration statementAffiliates, its directors and directors, officers, each officer employees, members, managers and director agents of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities Holder and each other person, if any, Person who controls such holder or any such underwriter Holder within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities liabilities, expenses and expenses, joint or several, actions to which such holder they or any such director or officer or participating or controlling person of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or and expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any a material fact contained in a Registration Statement as originally filed or in any registration statement under which such securities were registered under amendment thereof, or the Securities Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included thereinDisclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, arise out of or (y) any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement (in light of the circumstances under which they were made) not misleading, or (z) any violation by the Company of any securities laws, and the Company will agrees to reimburse such holder and each such directorindemnified party, officeras incurred, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action (whether or not the indemnified party is a party to any proceeding); PROVIDEDprovided, HOWEVERhowever, that the Company shall will not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises (i) out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such directorHolder specifically for inclusion therein including, officerwithout limitation, participating person any notice and questionnaire, or controlling person and shall survive the transfer (ii) out of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller sales of Registrable Securities or made during a Suspension Period after notice is given pursuant to Section 1(f)(ii) hereof. This indemnity clause will be in addition to any liability which the underwritersCompany may otherwise have. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities Each Holder severally (and their underwriters, not jointly) agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other personof its Affiliates, if anydirectors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, with respect to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or omission from such registration statementin any amendment thereof, or in the Disclosure Package or any preliminary prospectusHolder Free Writing Prospectus, preliminary, final prospectus or summary prospectus Prospectus included thereinin any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, in light of the circumstances under which they were made) not misleading, to the extent, but only if to the extent, that any such untrue statement or alleged untrue statement or omission was made or alleged omission is contained in reliance upon and in conformity with any written information relating to such Holder furnished to the Company through an instrument duly executed by or on behalf of such Holder specifically for inclusion therein, including, without limitation, any notice and questionnaire; provided, however, that the total amount to be indemnified by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification Holder pursuant to this Section 6(b5(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds (after deducting underwriters’ discounts and commissions) received by such seller from Holder in the sale of Registrable Securities covered by offering to which such registration statementRegistration Statement, Disclosure Package, Prospectus or Holder Free Writing Prospectus relates. Such This indemnity shall remain clause will be in full force and effect regardless of addition to any investigation made by or on behalf of the Company or liability which any such director, officer or controlling person and shall survive the transfer of such securities by such sellersHolder may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6action, such indemnified party will, if a claim in respect thereof is to be made against an the indemnifying partyparty under this Section 5, give written notice to notify the latter indemnifying party in writing of the commencement of such actionthereof; PROVIDED, HOWEVER, that but the failure of so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above except to the extent such action and such failure materially prejudices the indemnifying party; and (ii) will not, in any indemnified party to give notice as provided herein shall not event, relieve the indemnifying party of its from any obligations under to any indemnified party other than the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give noticeindemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against an indemnified party, the The indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party. After , be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by the such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), but the indemnified party shall bear the reasonable fees, costs and expenses of such separate counsel unless (i) the indemnifying party shall have failed to retain use of counsel for the indemnified party as aforesaid, (ii) chosen by the indemnifying party and to represent the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to a conflict of interest in the reasonable judgment of the indemnified party; (ii) the actual or potential differing interests between defendants in, or targets of, any such action include both the indemnified party and any other person represented by such counsel in such proceeding or the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party party; (in which case iii) the indemnifying party shall not have employed counsel satisfactory to the right indemnified party to direct represent the defense indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party in writing to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one action on behalf 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 and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties unless the use of only one firm of attorneys would be inappropriate due to a conflict of interest in the reasonable judgment of the indemnified party). An indemnifying party shall not be liable under this Section 5 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to in writing by such indemnifying party, which consent shall not be unreasonably withheld or delayed. No indemnifying party will party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise if any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such indemnified party, and does not otherwise adversely affect such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder and (iii) does not include any statement as an unconditional term thereof the giving to or any admission of fault, culpability or a failure to act by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement on behalf of any proceeding effected without the written consent of such indemnifying indemnified party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar In the event that the indemnity provided in Section 5(a) or Section 5(b) above is held by a court of competent jurisdiction to that specified in this Section 6 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities unavailable to or insufficient to hold harmless an indemnified party with respect to any required registration loss, claim, damage, liability, expense or action referred to herein, then each applicable indemnifying party agrees to contribute to the aggregate losses, claims, damages and liabilities (including, without limitation, legal or other qualification expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to which such indemnifying party may be subject in such proportion as is appropriate to reflect the relative benefits received from the offering of the Securities, as applicable, and relative fault of the indemnifying party on the one hand and the indemnified party on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefit received by the Company shall be deemed to be equal to the total value received or proposed to be received (after deducting expenses) by the Company pursuant to the sale of Securities in an offering, if any. The relative benefit received by the Holders shall be deemed to be equal to the total value received or proposed to be received (after deducting expenses) by the Holders of Securities in an offering, if any. The relative fault 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 on the one hand or the indemnified party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation (even if the Holders of Registrable Securities under or any federal agents or state law underwriters or regulation all of them were treated as one entity for such purpose) or governmental authority by any other than method of allocation which does not take account of the equitable considerations referred to above in this Section 5(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 5(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5(d), no Person guilty of fraud or 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 fraud or fraudulent misrepresentation. For purposes of this Section 5, each Person who controls any Holder of Registrable Securities, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 5(d). (e) The provisions of this Section 5 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder of Registrable Securities or the Company or any of the officers, directors or controlling Persons referred to in this Section 5, and will survive the transfer of Registrable Securities.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company willshall, and it hereby doesagrees to, indemnify and hold harmless each of the Stockholders and its Controlling Persons, if any, and each underwriter and its Controlling Persons, if any, in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other personthe Registrable Securities, if anyincluding pursuant to Section 5.1, who controls such holder Section 5.2 or any such underwriter within the meaning of the Securities Act Section 5.4, against any losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expensesexpenses (including actual out-of-pocket fees of counsel reasonably incurred) (collectively, joint or several, “Claims”) to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) , arise out of of, relate to, are in connection with, or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Actstatement, or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), or final prospectus or summary prospectus included contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically any such Stockholder or underwriter for any actual out-of-pocket legal or other actual out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon information furnished to the Company by any Stockholder, any underwriter or any Representative of such Stockholder, expressly for use therein, or by such Stockholder’s failure to furnish the Company, upon request, with the information with respect to such Stockholder, or any underwriter or Representative of such Stockholder, or such Stockholder’s intended method of distribution, that is the subject of the untrue statement or omission. (yb) Each of the Stockholders shall, and hereby agrees to, (i) indemnify and hold harmless the Company, its directors, officers, employees and Controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and Controlling Persons, if any, in any offering or sale of Registrable Securities by it against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and in each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is Stockholder expressly for use in the preparation of such registration statementtherein, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) reimburse the liability of each seller hereunder shall be limited to Company for any actual out-of-pocket legal or other out-of-pocket expenses reasonably incurred by the proportion of Company in connection with investigating or defending any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersClaim. (c) Promptly after receipt Each of the Stockholders and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.9(a) or Section 5.9(b) are unavailable to or are insufficient to hold harmless an indemnified party of notice of the commencement in respect of any action or proceeding involving a claim Claims referred to in therein, then each indemnifying party shall contribute to the preceding subdivisions of this Section 6, amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure Claims in such proportion as is appropriate to give notice. In case any such action is brought against an reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.9(c) is not permitted by applicable Law, then each indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, contribute to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.9(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.9(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall have mutually agreed be deemed to include (subject to the retention of such counsel limitations set forth in Section 5.10) any actual out-of-pocket legal or (iii) representation of other out-of-pocket fees or expenses reasonably incurred by such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual in connection with investigating or potential differing interests between defending any such indemnified party and any other person represented by such counsel in such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense meaning of such action on behalf Section 11(f) of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modificationsSecurities Act) shall be given by the Company and each seller of Registrable Securities with respect entitled to contribution from any required registration or other qualification Person who was not guilty of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actfraudulent misrepresentation.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company willshall, and it hereby doesagrees to, (i) indemnify and hold harmless in the case Shareholder (but not, for the avoidance of doubt, any registration statement filed pursuant to Section 2 or 3Shareholder Designee), the holder of any Registrable Securities covered by such registration statement, its directors Shareholder Parent and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the any offering or sale of such securities Registrable Shares, and each other personits and their respective Representatives and controlling Persons, if any, who controls such holder or any such underwriter within the meaning of the Securities Act from and against any and all losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expensesexpenses (including reasonable fees of counsel) (collectively, joint or several, “Claims”) to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) , arise out of or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, or any preliminary prospectus or final Prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, including any Free Writing Prospectus incorporated into such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (y) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement, in light of the circumstances in which they were made), not misleading, or ; and (zii) any violation by the Company of any securities laws, and the Company will reimburse periodically upon demand such holder and each such director, officer, participating person and controlling person indemnified party for any legal or any other out-of-pocket expenses reasonably incurred by them such indemnified party in connection with investigating or defending any such lossClaims; provided, claim, liability, action or proceeding; PROVIDED, HOWEVERhowever, that the Company shall not be liable to any seller, director, officer, participating person or controlling person such indemnified party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises Claims arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementRegistration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such preliminary prospectusRegistration Statement), final prospectus, summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company in an instrument executed by the Shareholder or under any Representative of the direction Shareholder expressly for use therein, or if the Shareholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sellersale, directora copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, officeras then amended or supplemented (excluding any documents incorporated by reference therein), participating person if the Company had previously furnished copies thereof to the Shareholder and such Prospectus corrected such untrue statement or controlling person for use alleged untrue statement or omission or alleged omission made in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwritersRegistration Statement. (b) The Company may requireShareholder shall, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a)and hereby agrees to, that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other personunderwriter in any offering or sale of Registrable Shares, and its and their respective Representatives and controlling Persons, if any, who controls from and against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the Company within the meaning requirements for consent as provided herein), or actions or proceedings in respect thereof, arise out of the Securities Actor are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, with respect to any statement in or omission from such registration statement, any preliminary prospectus, or final prospectus or summary prospectus included Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, but or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in light of the circumstances in which they were made), not misleading; and (ii) reimburse periodically upon demand such indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claims, in each case only if to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company through an instrument duly executed by such sellers the Shareholder or their underwriters specifically stating that it is any Representative of the Shareholder, expressly for use in therein, or if the preparation Shareholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such registration statementsale, preliminary prospectusa copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, final prospectusas then amended or supplemented (excluding any documents incorporated by reference therein), summary prospectusif the Company had previously furnished copies thereof to the Shareholder and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement; provided, amendment or supplementhowever, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) that the liability of each seller the Shareholder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is an amount equal to the proportion that the public offering price dollar amount of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Shareholder from Shareholder Shares sold by the Shareholder pursuant to such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by Registration Statement or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersProspectus. (c) Promptly after receipt The Shareholder and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 6.6(a) or Section 6.6(b) are unavailable to or are insufficient to hold harmless an indemnified party of notice of the commencement in respect of any action or proceeding involving a claim Claims referred to in therein, then each indemnifying party shall contribute to the preceding subdivisions of this Section 6, amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure Claims in such proportion as is appropriate to give notice. In case any such action is brought against an reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to statements or omissions that that resulted in such Claims. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 6.6(c) is not permitted by applicable law, then each indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, contribute to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6.6(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 6.6(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall have mutually agreed be deemed to include (subject to the retention of such counsel limitations set forth in Section 6.7) any legal or (iii) representation of other fees or expenses reasonably incurred by such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual in connection with investigating or potential differing interests between defending any such indemnified party and any other person represented by such counsel in such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the indemnified party meaning of Section 11(f) of the Securities Act) shall have reasonably concluded that there may be legal defenses available entitled to it which are different contribution from or additional to those available to the indemnifying party (in which case the indemnifying party shall any Person who was not have the right to direct the defense guilty of such action on behalf of fraudulent misrepresentation. Notwithstanding the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof foregoing, the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party Shareholder shall not be liable for to contribute any settlement amount in excess of any proceeding effected without the written consent dollar amount of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modifications) shall be given net proceeds received by the Company and each seller of Registrable Securities with respect Shareholder from Shareholder Shares sold by the Shareholder pursuant to any required registration such Registration Statement or other qualification of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities ActProspectus.

Indemnification; Contribution. (a) In To the event of any registration of any securities of the Company under the Securities Actfullest extent permitted by applicable law, the Company willshall, and it hereby doesagrees to, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officersSponsor Stockholder, each officer underwriter and director the equityholders, controlling persons, directors, officers and employees of each underwriter, each other person who participates as an underwriter of the foregoing in the any offering or sale of such securities and each other personthe Registrable Securities, if anyincluding pursuant to Section 6.01, who controls such holder Section 6.02 or any such underwriter within the meaning of the Securities Act Section 6.05, against any losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expensesexpenses (including actual and documented out-of-pocket fees of legal counsel reasonably incurred) (collectively, joint or several, “Claims”) to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) , arise out of of, relate to, are in connection with, or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), or final prospectus or summary prospectus included Prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically each such indemnified Person for any actual and documented out-of-pocket legal or other actual and documented out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus, or amendment or supplement thereto, in reliance upon written information furnished to the Company (x) by Sponsor Stockholder or any Representative of Sponsor Stockholder, expressly for use therein, it being understood and agreed that the only such information furnished by Sponsor Stockholder or any Representative of Sponsor Stockholder consists of the information described as such in Section 6.13(b) or (y) by or on behalf of any underwriter expressly for use therein. (b) To the fullest extent permitted by applicable law, Sponsor Stockholder shall, and hereby agrees to, (i) indemnify and hold harmless the Company, its directors, officers, employees and its other equityholders and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Securities by it against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and in each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information regarding Sponsor Stockholder furnished to the Company through an instrument duly executed by such sellers Sponsor Stockholder or their underwriters specifically stating that it is any Representative of Sponsor Stockholder expressly for use in therein, it being understood and agreed that the preparation only such information furnished by Sponsor Stockholder or any Representative of such registration statementSponsor Stockholder consists of the number of shares of Common Stock owned by Sponsor Stockholder, preliminary prospectusthe number of Registrable Securities proposed to be sold by Sponsor Stockholder, final prospectusthe name and address of Sponsor Stockholder and the method of distribution proposed by Sponsor Stockholder, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) reimburse the liability of each seller hereunder shall be limited to Company for any actual and documented out-of-pocket legal or other out-of-pocket expenses reasonably incurred by the proportion of Company in connection with investigating or defending any such lossClaim; provided, claimhowever, damage, liability that in no event shall any indemnity or expense which is reimbursement by Sponsor Stockholder under this Section 6.13(b) exceed an amount equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from Sponsor Stockholder in respect of the sale of Registrable Securities covered by giving rise to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by indemnification or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersreimbursement obligation. (c) Promptly after receipt Sponsor Stockholder and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 6.13(a) or Section 6.13(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of notice any Claims referred to therein, then each Indemnifying Party (as defined below) shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the commencement Indemnifying Party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such Indemnifying Party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 6.13(c) is not permitted by applicable law, then each Indemnifying Party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the Indemnifying Party and the indemnified party, as well as any action other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6.13(c) were to be determined by pro rata allocation or proceeding involving a claim by any other method of allocation which does not take into account the equitable considerations referred to in the preceding subdivisions sentences of this Section 6, such 6.13(c). The amount paid or payable by an indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure the Claims referred to give notice. In case any such action is brought against an indemnified party, the indemnifying party above shall be entitled deemed to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, include (subject to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for limitations set forth in Section 6.14) any actual and documented out-of- pocket legal or other out-of-pocket fees or expenses subsequently reasonably incurred by the such indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaidinvestigating or defending any such action, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or claim. No Person guilty of fraudulent misrepresentation (within the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense meaning of such action on behalf Section 11(f) of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modificationsSecurities Act) shall be given by the Company and each seller of Registrable Securities with respect entitled to contribution from any required registration or other qualification Person who was not guilty of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actfraudulent misrepresentation.

Indemnification; Contribution. (a) In the event of connection with any registration of any securities of the Company under the Registrable Securities Actor Takedown Offering pursuant to Section 2.01 or Section 2.02, the Company willwill indemnify, and hereby does, indemnify defend and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statementHolder, its directors Affiliates, directors, officers and officers, shareholders and each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other person, if any, who controls such holder or any such underwriter Holder within the meaning of the Securities Act against any losses, claims, damages, liabilities and expenses, joint or several, to which such holder or any such director or officer or participating or controlling person may become subject under either Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act (collectively, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereofthe “Indemnified Persons”) arise out of or are based upon (x) from and against any and all Losses caused by any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Actpart of any Registration Statement or any Prospectus, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included therein, or including any amendment or supplement thereto, used in connection with the Registrable Securities or any document incorporated by reference thereinIssuer FWP, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading; provided, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVERhowever, that the Company shall will not be liable required to indemnify any seller, director, officer, participating person or controlling person in Indemnified Person for any Losses resulting from any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission if such untrue statement or alleged omission was made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon on and in conformity with written information with respect to any Indemnified Person furnished to the Company in an instrument executed by writing by, or under at the direction of such sellerof, director, officer, participating person Holder or controlling person any Indemnified Person expressly for use in the preparation thereofsuch Registration Statement, which information was specifically stated to be for use in the registration statement, prospectus, offering circular Prospectus or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwritersIssuer FWP. (b) The Company may requireIn connection with any Registration Statement, as Prospectus or Issuer FWP, each Holder, on a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a)several but not joint and several basis, that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriterswill indemnify, to indemnify defend and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statement its officers and each other person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all Losses caused by any untrue or alleged untrue statement of material fact contained in any part of any Registration Statement or any Prospectus, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or including any amendment or supplement thereto, used in connection with the Registrable Securities or any Issuer FWP, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, but only if such statement or omission was made in reliance upon and in conformity with written respect to information furnished to the Company through an instrument duly executed by in writing by, or at direction of, such sellers Holder or their underwriters specifically stating that it is any Indemnified Persons related to such Holder expressly for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment Prospectus or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersIssuer FWP. (c) Promptly after receipt by an indemnified party of notice of the commencement of In case any claim, action or proceeding (including any governmental investigation) is instituted involving a claim referred any person in respect of which indemnity may be sought pursuant to in the preceding subdivisions of this Section 62.08(a) or Section 2.08(b), such indemnified party will, if a claim person (the “Indemnified Party”) will promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in respect thereof is to be made against an indemnifying party, give written notice to writing and the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party Indemnifying Party shall be entitled to participate in and therein and, to the extent it shall wish, to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, thereof with counsel reasonably satisfactory to the Indemnified Party and will pay the fees and disbursements of such indemnified party. After notice from the indemnifying party counsel related to such indemnified party claim, action or proceeding; provided, however, that the failure or delay to give such notice shall not relieve the Indemnifying Party of its election so obligations pursuant to assume this Agreement except to the defense thereofextent such Indemnifying Party has been actually prejudiced by such failure or delay. In any such claim, action or proceeding, the indemnifying party Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to retain its own counsel, but the fees and expenses of such counsel will be liable to at the expense of such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof Indemnified Party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party Indemnifying Party and the indemnified party shall Indemnified Party have mutually agreed to the retention of such counsel counsel, (ii) the Indemnifying Party fails to assume the defense of the claim, action or proceeding within 15 Business Days following receipt of notice from the Indemnified Party, or (iii) the Indemnified Party and the Indemnifying Party are both actual or potential defendants in, or targets of, any such action and the Indemnified Party has been advised by counsel that representation of such indemnified party both parties by the same counsel retained by the indemnifying party would be inappropriate due to actual or potential differing conflicting interests between such indemnified party and them. It is understood that the Indemnifying Party will not, in connection with any other person represented by such counsel in such claim, action or proceeding or related claims, actions or proceedings in the indemnified party shall have reasonably concluded that there may same jurisdiction, be legal defenses available to it which are different from or additional to those available to liable for the indemnifying party reasonable fees and expenses of more than one separate firm of attorneys (in which addition to any local counsel) at any time for all such Indemnified Parties and that all such reasonable fees and expenses will be reimbursed as they are incurred. In the case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). No indemnifying party will consent to entry retention of any judgment or enter into any settlement which does not include as an unconditional term thereof such separate firm for the giving Indemnified Parties, such firm will be designated in writing by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationIndemnified Parties. The indemnifying party shall Indemnifying Party will not be liable for any settlement of any claim, action or proceeding effected without the its written consent of such indemnifying party, such (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there be has been a final judgment for the plaintiff, the indemnifying party Indemnifying Party agrees to indemnify each indemnified party the Indemnified Party from and against any loss or liability Loss by reason of such settlement or judgment. No Indemnifying Party will, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is seeking indemnity hereunder, unless (i) such settlement includes an unconditional release of such Indemnified Party from all liability in connection with such proceeding, (ii) such settlement includes no finding or admission of any violation of Law or any violation of the rights of any person by the Indemnified Party or any of its Affiliates as the result of such action, and (iii) the sole relief (if any) provided in such settlement is monetary damages that are reimbursed in full by the Indemnifying Party. No Indemnified Party will, without the prior written consent of the Indemnifying Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is seeking indemnity hereunder. (d) Indemnification similar to that specified If the indemnification provided for in this Section 6 2.08 from the Indemnifying Party is unavailable to an Indemnified Party hereunder or is insufficient in respect of any Losses referred to in this Section 2.08, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, will contribute to the amount paid or payable by such Indemnified Party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions that resulted in such Losses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate modificationsto reflect not only the relative fault referred to in clause (i) shall but also the relative benefit of the Company, on the one hand, and Holder, on the other, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party will be given determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the Company parties’ relative intent, knowledge, access to information and each seller opportunity to correct or prevent such action. The amount paid or payable by a party as a result of Registrable Securities with respect the Losses referred to above will be deemed to include, subject to the limitations set forth in Section 2.08(c), any required registration reasonable legal or other qualification out of pocket fees or expenses reasonably incurred by such Registrable Securities under party in connection with any federal investigation, claim, action or state law proceeding. (e) The parties agree that it would not be just and equitable if contribution pursuant to Section 2.08(d) were determined by pro rata allocation or regulation or governmental authority by any other than method of allocation that does not take into account the equitable considerations referred to in Section 2.08(d). No person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 2.08(e), Holder shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received by Holder from the sale of the Registrable Securities exceeds the amount of any damages which Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. (f) If indemnification is available under this Section 2.08, the Indemnifying Party will indemnify each Indemnified Party pursuant to Section 2.08(a) and 2.08(b) to the fullest extent permissible under applicable Law, without regard to the relative fault of said Indemnifying Party or Indemnified Party or any other equitable consideration provided for in Section 2.08(d) or Section 2.08(e). The obligations of the Company under this Section 2.08 shall be in addition to any liability that the Company may otherwise have to any Indemnified Person.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does, agrees to indemnify and hold harmless in the case each Holder of any registration statement filed pursuant to Section 2 or 3Registrable Securities, the holder of any Registrable Securities covered by such registration statementAffiliates, its directors and directors, officers, each officer employees, members, managers and director agents of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities Holder and each other person, if any, Person who controls such holder or any such underwriter Holder within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses, joint or several, expenses to which such holder they or any such director or officer or participating or controlling person of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or and expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (x) any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of any a material fact contained in a Registration Statement as originally filed or in any registration statement under which such securities were registered under amendment thereof, or the Securities Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included thereinDisclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, arise out of or (y) any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, in light of the circumstances under which they were made) not misleading, or (z) any violation by the Company of any securities laws, and the Company will agrees to reimburse such holder and each such directorindemnified party, officeras incurred, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, liability or action (whether or not the indemnified party is a party to any proceeding); PROVIDEDprovided, HOWEVERhowever, that the Company shall will not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises (i) out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such directorHolder specifically for inclusion therein including, officerwithout limitation, participating person any notice and questionnaire, or controlling person and shall survive the transfer (ii) out of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller sales of Registrable Securities or made during a Suspension Period after notice is given pursuant to Section 2(e)(ii) hereof. This indemnity agreement will be in addition to any liability which the underwritersCompany may otherwise have. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities Each Holder severally (and their underwriters, not jointly) agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other personof its Affiliates, if anydirectors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon any violation of the Securities Act, with respect to Exchange Act or state securities laws, upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or omission from such registration statementin any amendment thereof, or in the Disclosure Package or any preliminary prospectusHolder Free Writing Prospectus, preliminary, final prospectus or summary prospectus Prospectus included thereinin any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, in light of the circumstances under which they were made) not misleading, to the extent, but only if to the extent, that any such untrue statement or alleged untrue statement or omission was made or alleged omission is contained in reliance upon and in conformity with any written information relating to such Holder furnished to the Company through an instrument duly executed by or on behalf of such Holder specifically for inclusion therein; provided, however, that the total amount to be indemnified by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification Holder pursuant to this Section 6(b8(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds (after deducting underwriters’ discounts and commissions) received by such seller from Holder in the sale of Registrable Securities covered by offering to which such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by Registration Statement or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersProspectus relates. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6action, such indemnified party will, if a claim in respect thereof is to be made against an the indemnifying partyparty under this Section 8, give written notice to notify the latter indemnifying party in writing of the commencement of such actionthereof; PROVIDED, HOWEVER, that but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any indemnified party to give notice as provided herein shall not event, relieve the indemnifying party of its from any obligations under to any indemnified party other than the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give noticeindemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against an indemnified party, the The indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party. After , be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by the such indemnified party in connection with the defense thereof unless (i) other than reasonable costs of investigation. Notwithstanding the indemnifying party shall have failed to retain counsel for party’s rights in the indemnified party as aforesaidprior sentence, (ii) the indemnifying party and the indemnified party shall have mutually agreed the right to employ its own counsel (and one local counsel), and the retention indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel or if (iiii) representation the use of such indemnified party by the counsel retained chosen by the indemnifying party to represent the indemnified party would be inappropriate due to present such counsel with a conflict of interest; (ii) the actual or potential differing interests between defendants in, or targets of, any such action include both the indemnified party and any other person represented by such counsel in such proceeding or the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party party; (in which case iii) the indemnifying party shall not have employed counsel satisfactory to the right indemnified party to direct represent the defense indemnified party within a reasonable time after notice of the institution of such action on behalf action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnified indemnifying party). No indemnifying party will shall, in connection with any one 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 and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties. An indemnifying party shall not be liable under this Section 8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) In the event that the indemnity provided in Section 8(a) or Section 8(b) above is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party agrees to contribute to the aggregate losses, claims, damages and liabilities (including, without limitation, legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to which such indemnifying party may be subject in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault 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 on the one hand or the indemnified party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 8(d) shall be deemed to include as an unconditional term thereof the giving any legal or other expenses reasonably incurred by the claimant or plaintiff to such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of a release this Section 8(d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from all liability any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each Person who controls any Holder of Registrable Securities, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in respect each case to the applicable terms and conditions of this Section 8(d). Notwithstanding the foregoing, the total amount to be contributed by any Holder pursuant to this Section 8(d) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such claim Holder in the offering to which such Registration Statement or litigation. Prospectus relates. (e) The provisions of this Section 8 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder of Registrable Securities or the Company or any of the officers, directors or controlling Persons referred to in this Section 8 hereof, and will survive the transfer of Registrable Securities. (f) To the extent any indemnification by an indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld is prohibited or delayed, but if settled with such consent or if there be a final judgment for the plaintifflimited by law, the indemnifying party agrees to indemnify each indemnified party from and against make the maximum contribution with respect to any loss or liability amounts for which it would otherwise be liable under Section 8 to the fullest extent permitted by reason law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the ▇▇▇▇ ▇▇▇) in connection with such settlement or judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modifications) sale shall be given entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by the Company and each any seller of Registrable Securities with respect shall be limited in amount to any required registration or other qualification the net amount of proceeds received by such seller from the sale of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actpursuant to such Shelf Registration.

Indemnification; Contribution. (a) In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does, ITC Investments agrees to indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3each Shareholder holding Registrable Securities, the holder of any Registrable Securities covered by such registration statementAffiliates, its directors and directors, officers, each officer employees, shareholders, managers and director agents of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities Shareholder and each other person, if any, Person who controls such holder or any such underwriter Shareholder within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses, joint or several, expenses to which such holder they or any such director or officer or participating or controlling person of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or and expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (x) any violation of the Securities Act, Exchange Act or state securities laws, or upon any untrue statement or alleged untrue statement of any a material fact contained in any a registration statement under which such securities were registered under as originally filed or in any amendment thereof, or the Securities ActDisclosure Package, or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus)preliminary, final prospectus or summary prospectus or Free Writing Prospectus included thereinin any such registration statement, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, arise out of or (y) any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, in light of the circumstances under which they were made) not misleading, or (z) any violation by the Company of any securities laws, and the Company will agrees to reimburse such holder and each such directorindemnified party, officeras incurred, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, liability or action (whether or not the indemnified party is a party to any proceeding); PROVIDED, HOWEVERprovided, that the Company shall ITC Investments will not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises (i) out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein in reliance upon and in conformity with written information furnished to the Company in an instrument executed ITC Investments by or under on behalf of any such Shareholder specifically for inclusion therein including any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 3.3(c). This indemnity agreement will be in addition to any liability which ITC Investments may otherwise have. (b) Each Shareholder severally (and not jointly) agrees to indemnify and hold harmless ITC Investments and each of its Affiliates, directors, employees, shareholders, managers and agents and each Person who controls ITC Investments within the direction meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such sellerlosses, directorclaims, officerdamages or liabilities arise out of or are based upon any violation of the Securities Act, participating person Exchange Act or controlling person for use state securities laws, upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement as originally filed or in any amendment thereof, or in the preparation thereofDisclosure Package or any Shareholder Free Writing Prospectus, which information was specifically stated to be for use preliminary, final or summary prospectus included in the any such registration statement, prospectusor in any amendment thereof or supplement thereto, offering circular or other document. Such indemnity shall remain arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in full force and effect regardless the case of the Disclosure Package, or any investigation made preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to such Shareholder furnished to ITC Investments by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide Shareholder specifically for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a)inclusion therein; provided, that the Company shall have received an undertaking satisfactory total amount to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed be indemnified by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification Shareholder pursuant to this Section 6(b3.8(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold net proceeds (after deducting underwriters’ discounts and commissions and other reimbursable expenses) received by such seller under Shareholder in the offering to which such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersprospectus relates. (c) Promptly after receipt by an indemnified party under this Section 3.8 of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6action, such indemnified party will, if a claim in respect thereof is to be made against an the indemnifying partyparty under this Section 3.8, give written notice to notify the latter indemnifying party in writing of the commencement of such actionthereof; PROVIDED, HOWEVER, that but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any indemnified party to give notice as provided herein shall not event, relieve the indemnifying party of its from any obligations under to any indemnified party other than the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give noticeindemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against an indemnified party, the The indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party. After , be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by the such indemnified party in connection with the defense thereof unless (i) other than reasonable costs of investigation. Notwithstanding the indemnifying party shall have failed to retain counsel for party’s rights in the indemnified party as aforesaidprior sentence, (ii) the indemnifying party and the indemnified party shall have mutually agreed the right to employ its own counsel (and one local counsel), and the retention indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel or if (iiii) representation the use of such indemnified party by the counsel retained chosen by the indemnifying party to represent the indemnified party would be inappropriate due to present such counsel with a conflict of interest; (ii) the actual or potential differing interests between defendants in, or targets of, any such action include both the indemnified party and any other person represented by such counsel in such proceeding or the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party party; (in which case iii) the indemnifying party shall not have employed counsel satisfactory to the right indemnified party to direct represent the defense indemnified party within a reasonable time after notice of the institution of such action on behalf action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnified indemnifying party). No indemnifying party will shall, in connection with any one 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 and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties. An indemnifying party shall not be liable under this Section 3.8 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) In the event that the indemnity provided in Section 3.8(a) or Section 3.8(b) above is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party agrees to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) to which such indemnifying party may be subject in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault 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 on the one hand or the indemnified party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant to this Section 3.8(d) were determined by pro rata allocation (even if the Shareholders holding Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 3.8(d). The amount paid to or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 3.8(d) shall be deemed to include as an unconditional term thereof the giving any legal or other expenses reasonably incurred by the claimant or plaintiff to such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of a release this Section 3.8(d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from all liability any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 3.8, each Person who controls any Shareholder holding Registrable Securities, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Shareholder, agent or underwriter shall have the same rights to contribution as such Shareholder, agent or underwriter, and each Person who controls ITC Investments within the meaning of either the Securities Act or the Exchange Act and each officer and director of ITC Investments shall have the same rights to contribution as ITC Investments, subject in respect each case to the applicable terms and conditions of this Section 3.8(d). Notwithstanding the foregoing, the total amount to be contributed by any Shareholder pursuant to this Section 3.8(d) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions and other reimbursable expenses) received by such claim Shareholder in the offering to which such registration statement or litigation. prospectus relates. (e) The provisions of this Section 3.8 will remain in full force and effect, regardless of any investigation made by or on behalf of any Shareholder holding Registrable Securities or ITC Investments or any of the officers, directors or controlling Persons referred to in this Section 3.8, and will survive the transfer of Registrable Securities. (f) To the extent any indemnification by an indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld is prohibited or delayed, but if settled with such consent or if there be a final judgment for the plaintifflimited by law, the indemnifying party agrees to indemnify each indemnified party from and against make the maximum contribution with respect to any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified in amounts for which it would otherwise be liable under this Section 6 3.8 to the fullest extent permitted by Applicable Law; provided, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with appropriate modifications) such sale shall be given entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by the Company and each any seller of Registrable Securities with respect shall be limited in amount to any required registration or the net amount (after deducting underwriters’ discounts and commissions and other qualification reimbursable expenses) of proceeds received by such seller from the sale of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actpursuant to such Shelf Registration.

Indemnification; Contribution. (a) In the event of any registration of any securities of the Company under the Securities Act, the Company willThe Corporation shall, and it hereby doesagrees to, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3Gotham and its Controlled Affiliates, the holder of any Registrable Securities covered by such registration statementLoan Bank and their respective directors, its directors and officers, each officer employees and director of Controlling Persons, if any, and each underwriter, each other person who participates as an underwriter its partners, directors, officers, employees and controlling Persons, if any, in the any offering or sale of such securities and each other personthe Registrable Shares, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expensesexpenses (including attorneys' fees) (collectively, joint or several, "CLAIMS") to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Corporation as provided herein), claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) , arise out of or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Actstatement, or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), or final prospectus or summary prospectus included contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Corporation shall, and it hereby agrees to, reimburse periodically Gotham and its Controlled Affiliates, the Loan Bank or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Corporation shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Corporation by such Person or any underwriter or representative of such Person expressly for use therein, or by such Person's failure to furnish the Corporation, promptly upon request, with the information with respect to such Person, or any underwriter or representative of such Person, or such Person's intended method of distribution, that is the subject of the untrue statement or omission or if the Corporation shall sustain the burden of proving that such Person or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (yexcluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Corporation had previously furnished copies thereof to Gotham, the Loan Bank or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) Each of Gotham, the applicable Founders and the Loan Bank shall separately (i.e., not on a joint or severable basis) (i) indemnify and hold harmless the Corporation, its directors, officers, employees, Affiliates and Controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and Controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, and only to the extent that such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and in each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed Corporation by such sellers Gotham, the applicable Founders or their underwriters specifically stating that it is the Loan Bank, as the case may be, expressly for use in the preparation of such registration statementtherein, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) reimburse the liability of each seller hereunder shall be limited to Corporation for any legal or other out-of-pocket expenses reasonably incurred by the proportion of Corporation in connection with investigating or defending any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersClaim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this for which indemnification under Section 65.6(a) or Section 5.6(b) may be requested, such indemnified party will, if a claim shall notify such indemnifying party in respect thereof is to be made against an indemnifying party, give written notice to the latter writing of the commencement of such actionaction or proceeding; PROVIDED, HOWEVER, that but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of any the indemnified party to give notice as provided herein such notice, and in no event shall not such omission relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except from any other liability it may have to the extent that the indemnifying such indemnified party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is or proceeding shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall determine, jointly with any other indemnifying party similarly notified, to as sume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party. After , and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by the such indemnified party in connection with the defense thereof unless other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party shall have failed fails to retain counsel for take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party as aforesaid, believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party and reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have mutually agreed the right to the retention assume or continue its own defense as set forth above (but with no more than one firm of such counsel or (iiifor all indemnified parties in each jurisdiction) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall be liable for any expenses therefor (including any such reasonable counsel's fees). If the indemnifying party is not have the right to direct entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such action on behalf claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party). No indemnifying party will , compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which does indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not include as the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation. The indemnifying party shall , does not be liable for any settlement of any proceeding effected without subject the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from to any material injunctive relief or other material equitable remedy and against any loss does not include a statement or liability admission of fault, culpability or a failure to act, by reason or on behalf of such settlement or judgmentthe indemnified party. (d) Indemnification similar Gotham, the applicable Founders, the Loan Bank and the Corporation agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that specified in it would not be just and equitable if contributions pursuant to this Section 6 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with appropriate modificationsinvestigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be given by the Company and each seller of Registrable Securities with respect entitled to contribution from any required registration or other qualification Person who was not guilty of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actfraudulent misrepresentation.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company willshall, and it hereby doesagrees to, (i) indemnify and hold harmless each Stockholder in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of Registrable Shares, and such securities Stockholder’s partners, members, managers and Affiliates (but not, for the avoidance of doubt, any Stockholder Designee in such person’s capacity as a Director of the Company) and each other personPerson, if any, who controls such holder or any such underwriter of the foregoing Persons within the meaning of the Securities Act or the Exchange Act from and against any and all losses, claims, damages, liabilities or liabilities, or any actions or proceedings (whether commenced or threatened) in respect thereof and expensescosts and expenses (including reasonable fees of counsel) (collectively, joint or several, “Claims”) to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) , arise out of or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, or any preliminary prospectus or final Prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, including any Free Writing Prospectus incorporated into such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (y) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement, in the light of the circumstances in which they were made), not misleading, or ; and (zii) any violation by the Company of any securities laws, and the Company will reimburse such holder and periodically upon demand each such director, officer, participating person and controlling person indemnified party for any legal or any other out-of-pocket expenses reasonably incurred by them such indemnified party in connection with investigating or defending (or preparing to defend) any such lossClaims; provided, claim, liability, action or proceeding; PROVIDED, HOWEVERhowever, that the Company shall not be liable to any seller, director, officer, participating person or controlling person an indemnified party in any such case to the extent extent, and only to the extent, that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises Claims arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementRegistration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such preliminary prospectusRegistration Statement), final prospectus, summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing to the Company in an instrument executed about a Stockholder by such indemnified party expressly for use therein, or under if the direction Stockholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sellersale, directora copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, officeras then amended or supplemented (excluding any documents incorporated by reference therein), participating person or controlling person for use in if the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating had previously furnished copies thereof to such indemnity as shall be reasonably requested by any seller Stockholder a reasonable period of Registrable Securities time prior to such sale and such Prospectus corrected such untrue statement or the underwritersalleged untrue statement or omission or alleged omission made in such Registration Statement. (b) The Company may requireEach Stockholder shall, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a)and hereby agrees to, that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities severally and their underwriters, to not jointly (i) indemnify and hold harmless (the Company in the same manner and to the same extent as set forth in subdivision (a) any offering or sale of this Section 6) the CompanyRegistrable Shares, each director of the Company, each officer of the Company who shall sign such registration statement the applicable Registration Statement and each other personPerson, if any, who controls any of the Company foregoing Persons within the meaning of the Securities ActAct or the Exchange Act from and against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or actions or proceedings in respect to thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any statement in Registration Statement, or omission from such registration statement, any preliminary prospectus, or final prospectus or summary prospectus included Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, but or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in the light of the circumstances in which they were made), not misleading; and (ii) reimburse periodically upon demand each indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending (or preparing to defend) any such Claims, in each case to the extent, and only if to the extent, that such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Stockholder furnished in writing to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is Stockholder expressly for use in therein, or if such Stockholder sold securities to the preparation Person alleging such Claims without sending or giving, at or prior to the written confirmation of such registration statementsale, preliminary prospectusa copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, final prospectusas then amended or supplemented (excluding any documents incorporated by reference therein), summary prospectusif the Company had previously furnished copies thereof to the Stockholders a reasonable period of time prior to such sale and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement; provided, amendment or supplementhowever, and PROVIDED THAT (i) that the obligation to provide indemnification pursuant to aggregate liability of a Stockholder under this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder 6.6 shall be limited to the proportion of any such loss, claim, damage, liability or expense which is an amount equal to the proportion that the public offering price dollar amount of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller Stockholder from the sale of Registrable Securities covered Stockholder Shares sold by such registration statement. Such indemnity shall remain Stockholder pursuant to such Registration Statement or Prospectus in full force and effect regardless of any investigation made by or on behalf of the Company or any transaction giving rise to such director, officer or controlling person and shall survive the transfer of such securities by such sellersClaim. (c) Promptly after receipt Each Stockholder, on the one hand, and the Company, on the other hand, agrees that if, for any reason, the indemnification provisions contemplated by Section 6.6(a) or Section 6.6(b) are unavailable to or are insufficient to hold harmless an indemnified party of notice of the commencement in respect of any action or proceeding involving a claim Claims referred to in therein, then each indemnifying party shall contribute to the preceding subdivisions of this Section 6, amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure Claims in such proportion as is appropriate to give notice. In case any such action is brought against an reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to statements or omissions that that resulted in such Claims. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 6.6(c) is not permitted by applicable Law, then each indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, contribute to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party party, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and a Stockholder on the other hand shall have mutually agreed be deemed to be in the same proportion as the total net proceeds from the offering of securities (net of discounts and commissions but before deducting expenses) giving rise to the retention applicable Claim bears to the net proceeds received by such Stockholder with respect to its sale of Registrable Shares giving rise to such counsel Claim. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6.6(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 6.6(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (iiisubject to the limitations set forth in Section 6.7) representation of any legal or other fees or expenses reasonably incurred by such indemnified party by in connection with investigating or defending (or preparing to defend) any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the counsel retained by meaning of Section 11(f) of the indemnifying party would Securities Act) shall be inappropriate due entitled to actual or potential differing interests between contribution from any Person who was not guilty of such indemnified party and fraudulent misrepresentation. Notwithstanding the foregoing, no Stockholder shall be liable to contribute any other person represented amount in excess of the dollar amount of the net proceeds received by such counsel Stockholder from Stockholder Shares sold by such Stockholder pursuant to such Registration Statement or Prospectus in the transaction giving rise to such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available Claim less any amounts previously paid by such Stockholder pursuant to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified partySection 6.6(b). No indemnifying party will consent The Stockholders obligations to entry of any judgment or enter into any settlement which does not include contribute as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified provided in this Section 6 (with appropriate modifications6.6(c) shall be given by the Company are several and each seller of Registrable Securities with respect to any required registration or other qualification of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actnot joint.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company willshall, and it hereby doesagrees to, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3Stockholder, the holder of Stockholder’s Subsidiaries and their controlling Persons, if any, in any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other personthe Registrable Securities, if anyincluding pursuant to Section 5.1, who controls such holder Section 5.2 or any such underwriter within the meaning of the Securities Act Section 5.4, against any losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expensesexpenses (including reasonable actual out-of-pocket fees of counsel) (collectively, joint or several, “Claims”) to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) , arise out of of, relate to, are in connection with, or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Actstatement, or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), or final prospectus or summary prospectus included contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically the Stockholder and its Subsidiaries for any actual and documented out-of-pocket legal or other actual and documented out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon information furnished to the Company by the Stockholder, any of its Subsidiaries, any underwriter or any Representative of the Stockholder, expressly for use therein, or by the Stockholder’s failure to furnish the Company, upon request, with the information with respect to the Stockholder or its Subsidiaries, or any underwriter or Representative of the Stockholder, or the Stockholder’s or its Subsidiary’s intended method of distribution, that is the subject of the untrue statement or omission. (yb) The Stockholder shall, and hereby agrees to, (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Securities against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and in each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is the Stockholder expressly for use in the preparation of such registration statementtherein, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) reimburse the liability of each seller hereunder shall be limited to Company for any actual and documented out-of-pocket legal or other out-of-pocket expenses reasonably incurred by the proportion of Company in connection with investigating or defending any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersClaim. (c) Promptly after receipt The Stockholder and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.9(a) or Section 5.9(b) are unavailable to or are insufficient to hold harmless an indemnified party of notice of the commencement in respect of any action or proceeding involving a claim Claims referred to in therein, then each indemnifying party shall contribute to the preceding subdivisions of this Section 6, amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure Claims in such proportion as is appropriate to give notice. In case any such action is brought against an reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.9(c) is not permitted by applicable law, then each indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, contribute to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault, but also the relative benefits of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.9(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.9(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall have mutually agreed be deemed to include (subject to the retention of such counsel limitations set forth in Section 5.10) any actual and documented out-of-pocket legal or (iii) representation of other out-of-pocket fees or expenses reasonably incurred by such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual in connection with investigating or potential differing interests between defending any such indemnified party and any other person represented by such counsel in such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense meaning of such action on behalf Section 11(f) of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modificationsSecurities Act) shall be given by the Company and each seller of Registrable Securities with respect entitled to contribution from any required registration or other qualification Person who was not guilty of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actfraudulent misrepresentation.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company willshall, and it hereby doesagrees to, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3each Participating Investor and its partners, the holder of any Registrable Securities covered by such registration statementmembers, its directors and officers, each officer directors, employees and director of controlling Persons, if any, and each underwriter, each other person who participates as an underwriter its partners, officers, directors, employees and controlling Persons, if any, in the any offering or sale of such securities and each other personCommon Shares, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, damages or liabilities and expenses, joint or several, to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such losses, claims, damagesdamages or liabilities, liabilities or expenses (or actions or proceedings or investigations in respect thereof) , including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Actstatement, or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), or final prospectus or summary prospectus included contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein. (yb) Each Participating Investor shall, and hereby agrees to (1) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and in each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is Participating Investor expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementtherein, and PROVIDED THAT (i2) reimburse the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) Company for any legal or other out-of-pocket expenses reasonably incurred by the liability of each seller hereunder shall be limited to the proportion of Company in connection with investigating or defending any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersClaim. (c) Promptly after receipt by an indemnified party under Section 4.7(a) or Section 4.7(b) of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this for which indemnification under Section 64.7(a) or Section 4.7(b) may be requested, such indemnified party will, if a claim shall notify the indemnifying party in respect thereof is to be made against an indemnifying party, give written notice to the latter writing of the commencement of such action; PROVIDEDaction or proceeding, HOWEVER, that but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of any the indemnified party to give notice as provided herein such notice, and in no event shall not such omission relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except from any other liability it may have to the extent that the indemnifying such indemnified party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is or proceeding shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party. After , and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by the such indemnified party in connection with the defense thereof unless (i) other than reasonable costs of investigation. If the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaidis not entitled to, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall elects not have the right to direct to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such action on behalf claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party). No indemnifying party will , compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which does indemnification is sought under Section 4.7(a) or Section 4.7(b) (whether or not include as the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation. The indemnifying party shall litigation and does not be liable for any settlement of any proceeding effected without subject the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against to any loss material injunctive relief or liability by reason of such settlement or judgmentother material equitable remedy. (d) Indemnification similar Each Participating Investor and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 4.7(a) or 4.7(b) hereof are unavailable to that specified or are insufficient to hold harmless an indemnified party in this respect of any Claims referred to therein (other than as a result of the provisos thereto), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of and benefits derived by the indemnifying party, on the one hand, and the indemnified party, on the other hand, as well as other equitable considerations. The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 6 4.7(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, pro- ceeding or claim. No Person guilty of fraudulent misrepresentation (with appropriate modificationswithin the meaning of Section 11(f) of the Securities Act) shall be given by the Company and each seller of Registrable Securities with respect entitled to contribution from any required registration or other qualification Person who was not guilty of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actfraudulent misrepresentation.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company willshall, and hereby doesagrees to, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3each Participating Holder and its partners, the holder of any Registrable Securities covered by such registration statementmembers, its directors and directors, officers, each officer employees, agents and director of each underwritercontrolling Persons, each other person who participates as an underwriter if any, in the any offering or sale of such securities and each other personthe Participating Shares pursuant to the Shelf Registration Statement, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expensesexpenses (including reasonable fees of counsel) (collectively, joint or several, “Claims”) to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof, (i) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in the Shelf Registration Statement, or any registration statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus (unless, Prospectus contained therein with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included thereinParticipating Shares, or any amendment or supplement thereto, or any document incorporated by reference therein, or (yii) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in each case in light of the circumstances in which they were made, not misleading; provided that the Company shall not be liable to any such Participating Holder in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement, or Prospectus or preliminary Prospectus relating to the Participating Shares, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Participating Holder with respect to such Participating Holder expressly for use therein, or by such Participating Holder’s failure to furnish the Company, upon the Company’s reasonable request, with the information with respect to such Participating Holder, or such Participating Holder’s intended method of distribution, that is the subject of the untrue statement or omission, or if such Participating Holder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Participating Holders, and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement. (b) Each Participating Holder, severally and not jointly, shall, and hereby agrees to, indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, in any offering or sale of Participating Shares pursuant to the Shelf Registration Statement, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of such Participating Holder as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or any Prospectus or preliminary Prospectus contained therein with respect to the Participating Shares, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and in each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is Participating Holder with respect to such Participating Holder expressly for use therein; provided, that in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to no event shall any indemnity under this Section 6(b2.05(b), when combined with any contribution under Section 2.05(d) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to exceed the total public proceeds from the offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from Participating Holder unless such liability arises out of or is based on Fraud (as defined in the sale of Registrable Securities covered Merger Agreement) or Willful Breach (as defined in the Merger Agreement) by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersParticipating Holder. (c) Promptly after receipt by an indemnified party under Section 2.05(a) or Section 2.05(b) of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this for which indemnification under Section 62.05(a) or Section 2.05(b) may be requested, such indemnified party will, if a claim shall notify such indemnifying party in respect thereof is to be made against an indemnifying party, give written notice to the latter writing of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give noticeaction or proceeding. In case any such action is or proceeding shall be brought against any indemnified party and it notifies an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party. After , and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by the such indemnified party in connection with the defense thereof unless other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party shall have failed fails to retain counsel for take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) days after receiving notice from such indemnified party that the indemnified party as aforesaid, believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party and reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have mutually agreed the right to the retention assume or continue its own defense as set forth above (but with no more than one firm of such counsel or (iiifor all indemnified parties) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel’s fees). If the indemnifying party is not have the right to direct entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such action on behalf of the indemnified partyclaim. The indemnifying party will not be subject to any liability for any settlement made without its consent (not to be unreasonably withheld, conditioned or delayed). No indemnifying party will shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which does indemnification is sought under Section 2.05(a) or Section 2.05(b) (whether or not include as the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement is solely for monetary damages and includes an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation. The indemnifying party shall , and does not be liable for any settlement include a statement or admission of any proceeding effected without fault, culpability or a failure to act, by or on behalf of the written consent of such indemnifying indemnified party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar The Participating Holders and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 2.05(a) or Section 2.05(b) hereof are unavailable to that specified or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 6 2.05(d) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 2.05(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 2.05(d). Notwithstanding any of the foregoing, in no event shall any contribution by any Participating Holder under this Section 2.05(d), when combined with any amounts payable or paid by such Participating Holder under Section 2.05(b), exceed the total proceeds from the offering received by such Participating Holder, unless such liability arises out of or is based on Fraud (with appropriate modificationsas defined in the Merger Agreement) or Willful Breach (as defined in the Merger Agreement) by such Participating Holder. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be given by the Company and each seller of Registrable Securities with respect entitled to contribution from any required registration or other qualification Person who was not guilty of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actfraudulent misrepresentation.

Indemnification; Contribution. (a) In the event of Incident to any registration of any securities Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Holder who offers or sells any such Registrable Securities in connection with such registration statement (including its partners (including partners of partners and stockholders of any such partners), and directors, officers, employees, representatives and agents of any of them, and each person who controls any of them within the meaning of Section 15 of the Company Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable 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 they, or any of them, may become subject under the Securities Act, the Company willExchange Act or other federal or state statutory law or regulation, and hereby does, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, liabilities and expenses, joint or several, to which such holder or any such director or officer or participating or controlling person may become subject under the Securities Act at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon on (xi) any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement under which such securities were registered under the Securities Act, (including any related preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary or definitive prospectus), final prospectus or summary prospectus included therein, or any amendment or supplement thereto, to such registration statement or any document incorporated by reference therein, prospectus) or (yii) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it or necessary to make the statements therein in it not misleading; provided, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVERhowever, that the Company shall will not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any (1) such loss, claim, damage, expense or liability (or action or proceeding in respect thereof) or expense arises out of or from and is based upon 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 or on behalf of such Holder in accordance with Section 4(b) of this Agreement for use in such registration statement, or (2) in the case of a sale directly by such Holder (including a sale of Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission made was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such registration statement, Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such preliminary prospectusloss, final prospectusclaim, summary prospectus, amendment damage or supplement liability in reliance upon and any case where such delivery is required by the Securities Act or any state securities laws. With respect to such untrue statement or omission or alleged untrue statement or omission in conformity with written the information furnished in writing to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller Holder in accordance with Section 4(b) of this Agreement for use in such registration statement, such Holder, on a several and not joint basis, will indemnify and hold harmless the Company (including its directors, officers, employees, representatives and agents), each other Holder (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 of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, reasonable expenses and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any such directorclaim asserted, officeras the same are incurred), participating person to which they, or controlling person and shall survive any of them, may become subject under the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities Act, the Exchange Act or the underwritersother federal or state statutory law or regulation, at common law or otherwise. (b) The If the indemnification provided for in Section 5(a) above for any reason is held by a court of competent jurisdiction to be unavailable to an indemnified party in respect of any losses, claims, damages, expenses or liabilities referred to therein, then each indemnifying party under this Section 5, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company may requireand the other Holders from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the other Holders in connection with the statements or omissions which resulted in such losses, claims, damages, expenses or liabilities, as a condition to including well as any Registrable Securities in any registration statement filed pursuant to Section 2(a), that other relevant equitable considerations. The relative benefits received by the Company and the Holders shall have received an undertaking satisfactory be deemed to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (be in the same manner respective proportions that the net proceeds from the offering received by the Company and to the same extent Holders, in each case as set forth in subdivision (a) of this Section 6) the Company, each director table on the cover page of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary applicable prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished bear to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the aggregate public offering price of the shares sold Registrable Securities. The relative fault of the Company and the Holders 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 or on behalf of the Company or the Holders and the Parties’ relative intent, knowledge and access to information. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person found guilty 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 found guilty of such fraudulent misrepresentation. (c) The 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 5 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such seller under indemnified party in connection with investigating or defending any such registration statement bears to action or claim, payable as the total public offering price of all securities sold thereunder, but not same are incurred. The indemnification and contribution provided for in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall this Section 5 will remain in full force and effect regardless of any investigation made by or on behalf of the Company indemnified parties or any such officer, director, officer employee, agent or controlling person and of the indemnified parties. No indemnifying party, in the defense of any such claim or litigation, shall survive enter into a consent of entry of any judgment or enter into a settlement without the transfer consent of such securities by such sellers. (c) Promptly the indemnified party, which consent will not be unreasonably withheld. Any indemnified party that proposes to assert the right to be indemnified under this Section 5 will, promptly after receipt by an indemnified party of notice of the commencement or threat of any claim or action or proceeding involving against such party in respect of which a claim referred to in the preceding subdivisions of this Section 6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying partyparty under this Section 5 notify the indemnifying party in writing (such written notice, give written notice to the latter an “Indemnification Notice”) of the commencement or threat of such action; PROVIDED, HOWEVERenclosing a copy of all papers served or notices received (if applicable), that but the failure of any indemnified omission so to notify the indemnifying party to give notice as provided herein shall will not relieve the indemnifying party of its obligations from any liability that the indemnifying party may have to any indemnified party under the preceding subdivisions foregoing provisions of this Section 6 except 5 unless, and only to the extent that that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure . The indemnified party will have the right to give notice. In case retain its own counsel in any such action is brought against an indemnified party, if (i) the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with employment of counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) has been authorized by the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaidparty, (ii) the indemnified party’s counsel, with the concurrence of indemnifying party’s counsel, shall have reasonably concluded that there is a substantial likelihood of a conflict of interest between the indemnifying party and the indemnified party shall have mutually agreed to in the retention conduct of the defense of such counsel action or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not in fact have the right employed counsel to direct assume the defense of such action on behalf within a reasonable period of time following its receipt of the Indemnification Notice, in each of which cases the fees and expenses of the indemnified party). No ’s separate counsel shall be at the expense of the indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof party; provided, however, that the giving by the claimant or plaintiff to such indemnified party shall agree to repay any expenses so advanced hereunder if it is ultimately determined by a court of a release from all liability in respect competent jurisdiction that the indemnified party to whom such claim or litigation. The indemnifying party shall expenses are advanced is not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not entitled to be unreasonably withheld or delayedindemnified; and provided, but if settled with such consent or if there be a final judgment for further, that so long as the plaintiffindemnified party has reasonably concluded that no conflict of interest exists, the indemnifying party agrees may assume the defense of any action hereunder with counsel reasonably satisfactory to indemnify each the indemnified party from and against any loss or liability by reason of such settlement or judgmentparty. (d) Indemnification similar to that specified in In the event of an underwritten offering of Registrable Securities under this Section 6 (with appropriate modifications) shall be given by Agreement, the Company and each seller the Holders shall enter into standard indemnification and underwriting agreements with the underwriter thereof. To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the provisions of this Section 5, the provisions in the underwriting agreement shall control. (e) The obligation of the Company and Holders under this Section 5 shall survive the completion of any offering of Registrable Securities with respect to any required in a registration or other qualification of such Registrable Securities statement under any federal or state law or regulation or governmental authority other than the Securities ActSection 2, and otherwise.

Indemnification; Contribution. (a) In The Company agrees, to the event of any registration of any securities of the Company under the Securities Actextent permitted by law, the Company will, and hereby does, to indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities Holder and each other personPerson, if any, who controls such holder or any such underwriter Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages, liabilities and expensesdamages or liabilities, joint or several, to which such holder they or any such director or officer or participating or controlling person of them may become subject under the Securities Act or otherwiseotherwise ("Indemnified Holder"), and to reimburse the Holders and such controlling Person or Persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as provided in Section 4(c) hereof, insofar as such losses, claims, damages, liabilities or expenses (or actions actions, suits or proceedings or investigations in respect thereof(including governmental investigations) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under Shelf Registration Statement, or, if any Shelf Registration Statement shall be amended or supplemented, in the Securities Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating Shelf Registration Statement as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus so amended or summary prospectus included thereinsupplemented, or any amendment arise out of or supplement thereto, or any document incorporated by reference therein, or (y) are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises actions arise out of or is are based upon an any such untrue statement or alleged untrue statement or omission or alleged omission which was made in such registration statementthe Shelf Registration Statement or in the Shelf Registration Statement as so amended or supplemented, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished in writing to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person any Holder expressly for use therein. The Company's indemnity agreement contained in this Section 4(a), and the preparation thereofcovenants, which information was specifically stated to be for use representations and warranties of the Company contained in the registration statementthis Agreement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such directorPerson, officer, participating person or controlling person and the indemnity agreement contained in this Section 4 shall survive the transfer any termination of such securities by such sellerthis Agreement. The liabilities of the Company shall agree in this Section 4 are in addition to provide for contribution relating to such indemnity as shall be reasonably requested by any seller other liabilities of Registrable Securities the Company under this Agreement or the underwritersotherwise. (b) The Company may requireEach Holder agrees, as a condition severally and not jointly, to including any Registrable Securities in any registration statement filed pursuant the extent permitted by law, to Section 2(a)indemnify, that hold harmless and reimburse the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent and upon the same terms as the indemnity agreement of the Company set forth in Section 4(a) hereof, but only with respect to any statement alleged untrue statements or omissions made in the Shelf Registration Statement or omission from such registration statementin the Shelf Registration Statement, any preliminary prospectusas amended or supplemented (if applicable), final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is Holder expressly for use therein. The indemnity agreement on the part of each Holder contained in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b4(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such directorother Person, officer or controlling person and the indemnity agreement contained in this Section 4(b) shall survive the transfer any termination of such securities by such sellersthis Agreement. (c) Promptly If a claim is made or an action, suit or proceeding (including governmental investigations) is commenced or threatened against any person as to which indemnity may be sought under Section 4(a) or 4(b) hereof, such Person (the "Indemnified Person") shall notify the Person against whom such indemnity may be sought (the "Indemnifying Person") promptly after receipt by any assertion of such claim threatening to institute an indemnified party of notice action, suit or proceeding or, if such an action, suit or proceeding is commenced against such Indemnified Person, promptly after such Indemnified Person shall have been served with a summons or other first legal process, giving information as to the nature and basis of the commencement claim. Failure to so notify the Indemnifying Person shall not, however, relieve the Indemnifying Person from any liability which it may have on account of the indemnity under Section 4(a) or 4(b) hereof if the Indemnifying Person has not been prejudiced in any material respect by such failure. Subject to the immediately succeeding sentence, the Indemnifying Person shall assume the defense of any action such litigation or proceeding involving proceeding, including the employment of counsel and the payment of all expenses, with such counsel being designated, subject to the immediately succeeding sentence, in writing by a claim referred to majority in principal amount of the Holders in the preceding subdivisions case of this parties indemnified pursuant to Section 6, such 4(b) hereof and by the Company in the case of parties indemnified party will, if a claim in respect thereof is pursuant to be made against an indemnifying party, give written notice to Section 4(a) hereof. Any Indemnified Person shall have the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled right to participate in such litigation or proceeding and to assume retain its own counsel, but the defense thereof, jointly with any other indemnifying party similarly notified, to fees and expenses of such counsel shall be at the extent that it may wish, with counsel reasonably satisfactory to expense of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof Indemnified Person unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party Indemnifying Person and the indemnified party Indemnified Person shall have mutually agreed to the retention of such counsel or (iiiii) the named parties to any such proceeding (including any impleaded parties) include (x) the Indemnifying Person and (y) the Indemnified Person and, in the written opinion of counsel to such Indemnified Person, representation of such indemnified party both parties by the same counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests likely conflicts of interest between them, in either of which cases the reasonable fees and expenses of counsel (including disbursements) for such indemnified party Indemnified Person shall be reimbursed by the Indemnifying Person to the Indemnified Person. If there is a conflict as described in clause (ii) above, and the Indemnified Persons have participated in the litigation or proceeding utilizing separate counsel whose fees and expenses have been reimbursed by the Indemnifying Person, and the Indemnified Persons, or any other person represented by of them, are found to be solely liable, such Indemnified Person shall repay to the Indemnifying Parties such fees and expenses of such separate counsel as the Indemnifying Person shall have reimbursed. It is understood that the Indemnifying Person shall not, in such connection with any litigation or proceeding or related litigation or proceedings in the indemnified party shall have reasonably concluded that there may same jurisdiction as to which the Indemnified Persons are entitled to such separate representation, be legal defenses available to it which are different from or additional to those available liable under this Agreement for the reasonable fees and out-of-pocket expenses of more than one separate firm (together with not more than one appropriate local counsel) for all such Indemnified Persons. Subject to the indemnifying party (in which case next paragraph, all such fees and expenses shall be reimbursed by payment to the indemnifying party shall not have the right to direct the defense Indemnified Persons of such action on behalf reasonable fees and expenses of counsel promptly after payment thereof by the Indemnified Persons. In furtherance of the indemnified party). No indemnifying party will consent to entry requirement above that fees and expenses of any judgment or enter into any settlement which does not include as an unconditional term thereof separate counsel for the giving Indemnified Persons shall be reasonable, the Holders and the Company agree that the Indemnifying Person's obligations to pay such fees and expenses shall be conditioned upon the following: (1) in case separate counsel is proposed to be retained by the claimant or plaintiff Indemnified Persons pursuant to clause (ii) of the preceding paragraph, the Indemnified Persons shall in good faith fully consult with the Indemnifying Person in advance as to the selection of such indemnified party counsel; (2) reimbursable fees and expenses of such separate counsel shall be detailed and supported in a release from all liability manner reasonably acceptable to the Indemnifying Person (but nothing herein shall be deemed to require the furnishing to the Indemnifying Person of any information, including, without limitation, computer print-outs of lawyers' daily time entries, to the extent that, in respect the judgment of such counsel, furnishing such information might reasonably be expected to result in a waiver of any attorney-client privilege); and (3) the Company and the Holders shall cooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified Persons for which the Indemnifying Person is liable hereunder, and the Indemnified Person shall use every reasonable effort to cause such claim or litigationseparate counsel to minimize the duplication of activities as between themselves and counsel to the Indemnifying Person. The indemnifying party Indemnifying Person shall not be liable for any settlement of any litigation or proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayedthe Indemnifying Person, but if settled with such consent or if there be a final judgment for against the plaintiffIndemnified Person, the indemnifying party agrees Indemnifying Person agrees, subject to the provisions of this Section 4, to indemnify each indemnified party the Indemnified Person from and against any loss loss, damage, liability or liability expenses by reason of such settlement or judgment. The Indemnifying Person shall not, without the prior written consent of the Indemnified Persons, effect any settlement of any pending or threatened litigation, proceeding or claim in respect of which indemnity has been properly sought by the Indemnified Persons hereunder, unless such settlement includes an unconditional release by the claimant of all Indemnified Persons from all liability with respect to claims which are the subject matter of such litigation, proceeding or claim. (d) Indemnification similar to that specified If the indemnification provided for in this Section 6 4 is unavailable to or insufficient to hold harmless an Indemnified Person under this Section 4 in respect of any losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof) referred to therein, then each Indemnifying Person under this Section 4 shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Person on the one hand and the Indemnified Person on the other from the sale of the Registrable Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Person shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of each Indemnifying Person, if any, on the one hand and the Indemnified Person on the other in connection with appropriate modificationsthe statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof), as well as any other relevant equitable considerations. The relative fault 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 Company on the one hand or the Holders on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 4. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental proceedings) in respect thereof) referred to in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such actions, suits or proceedings (including governmental proceedings) or claims, provided that the provisions of this Section 4 have been complied with (in all material respects) in respect of any separate counsel for such Indemnified Person. Notwithstanding the provisions of this Section 4, no Holder shall be required to contribute any amount greater than the excess of the amount by which the total received by such Holder with respect to the sale of its Registrable Securities pursuant to a Shelf Registration Statement exceeds the sum of (A) the amount paid by such Holder for such Registrable Securities plus (B) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be given by the Company entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations in this Section 4 to contribute are several in proportion to their respective obligations and each seller of Registrable Securities not joint. The agreement with respect to contribution contained in this Section 4 shall remain in full force and effect regardless of any required registration investigation made by or other qualification on behalf of such Registrable Securities under the Company or any federal or state law or regulation or governmental authority other than the Securities ActHolder, and shall survive any termination of this Agreement.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does, will indemnify and hold harmless in the case each holder and each affiliate thereof of any registration statement filed Common Stock registered pursuant to Section 2 this Agreement with the Commission, or 3, the holder of under any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering Blue Sky Law or sale of such securities and each other person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act regulation against any losses, claims, damages, liabilities and expensesor liabilities, joint or several, to which such holder or any such director or officer or participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included thereinregistration statement, prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, arise out of or (y) any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse each such holder and each such director, officer, participating person and controlling person affiliate for any legal or any other expenses reasonably incurred by them such holder in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim regardless of the negligence of any such holder or affiliate; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final registration statement or prospectus, summary prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of any such seller, director, officer, participating person or controlling person holder expressly for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriterstherein. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed Each holder of Common Stock registered pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to this Agreement will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other personagainst any losses, if anyclaims, who controls damages, or liabilities to which the Company within may become subject, under the meaning Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of the Securities Act, with respect to any or are based upon an untrue statement or alleged untrue statement of a material fact contained in or omission from such registration statement, any preliminary prospectus, final prospectus registration statement or summary prospectus included thereinprospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only if to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is holder expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellerstherein. (c) Promptly after receipt by an indemnified party of notice under Sections 7(a) or (b) above of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6action, such indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying partyparty under either such subsection, give written notice to notify the latter indemnifying party in writing of the commencement of such actionthereof; PROVIDED, HOWEVER, that but the failure of any indemnified omission so to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except it from any liability that it may otherwise have to the extent that the indemnifying any indemnified party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is shall be brought against an any indemnified party, party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, thereof by notice in writing to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expenses expense, in each case subsequently incurred by the such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless (i) such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party shall have has failed to retain counsel for assume the defense and employ counsel, or the named parties to any such action include both the indemnified party as aforesaid, (ii) and the indemnifying party party, as appropriate, and the such indemnified party shall have mutually agreed to has been advised by counsel that the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such them, in each of which cases the fees of counsel in such proceeding or for the indemnified party shall have reasonably concluded that there may will be legal defenses available to it which are different from or additional to those available to paid by the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified If the indemnification provided for in this Section 6 7 is unavailable or insufficient to hold harmless an indemnified party under Section 7(a) or 7(b) in respect of any losses, claims, damages, or liabilities (with or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate modifications) shall be given to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each seller indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of Registrable Securities the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault 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 Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 7(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to above in this subsection (d). Except as provided in Section 7(c), the amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 7(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigation or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section 7(d) to the contrary, no holder shall be liable for any amount, in the aggregate, in excess of the net proceeds to such holder from the sale of such holder's shares (obtained upon exercise of Warrants) giving rise to such losses, claims, damages, or liabilities. (e) The obligations of the Company under this Section 7 shall be in addition to any required registration or other qualification liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 7 shall be in addition to any liability that such Registrable Securities under any federal or state law or regulation or governmental authority other than holders may otherwise have and shall extend, upon the Securities same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.

Indemnification; Contribution. (a) In If any Registrable Securities are included in a registration statement under this Agreement: 7.1. To the event of any registration of any securities of the Company under the Securities Actextent permitted by applicable law, the Company will, and hereby does, shall indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officerseach Selling Holder, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other personPerson, if any, who controls such holder or any such underwriter Selling Holder within the meaning of the Securities Act Act, and each officer, director, partner, and employee of such Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses, expenses (joint or several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which such holder or any such director or officer or participating or controlling person of the foregoing Persons may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state laws, insofar as such losses, claims, damages, liabilities or and expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (xcollectively a “Violation”): (i) any Any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, including any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), or final prospectus or summary prospectus included contained therein, or any amendment amendments or supplement supplements thereto, or any document incorporated by reference therein, or ; or (yii) any The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; provided, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVERhowever, that the Company indemnification required by this Section 7.1 shall not be liable apply to any seller, director, officer, participating person or controlling person amounts paid in any such case to the extent that settlement of any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement a Violation which occurs in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person indemnified party expressly for use in connection with such registration; provided, further, that the preparation thereofindemnity agreement contained in this Section 7 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, which information was specifically stated or an omission or alleged omission to be for use state a material fact, contained in or omitted from any preliminary prospectus if the registration final prospectus shall correct such untrue statement or alleged untrue statement, prospectusor such omission or alleged omission, offering circular and a copy of the final prospectus has not been sent or other document. Such indemnity shall remain in full force given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerfailed to do so. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their also indemnify underwriters, to indemnify selling brokers, dealer managers and hold harmless (similar securities industry professionals participating in the same manner distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as set forth in subdivision (a) provided above with respect to the indemnification of this Section 6) the Selling Holders. 7.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each director of the Companyits directors, each officer of the Company its officers who shall sign such have signed the registration statement and statement, each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with respect any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any statement in actual or omission from such registration statementthreatened action, any preliminary prospectussuit, final prospectus proceeding or summary prospectus included thereininvestigation, or to which any amendment of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or supplement theretoother federal or state laws, but insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the extent (and only if to the extent) that such statement or omission was made Violation occurs in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is Selling Holder expressly for use in the preparation of connection with such registration statementregistration; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT that (ix) the obligation to provide indemnification pursuant to required by this Section 6(b) 7.2 shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited apply to the proportion amounts paid in settlement of any such loss, claim, damage, liability or expense which if settlement is equal to effected without the proportion that the public offering price consent of the shares sold by such seller relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, and (y) in no event shall the amount of any indemnity under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to this Section 7.2 exceed the net gross proceeds from the applicable offering received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersSelling Holder. (c) 7.3. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action action, suit, proceeding, investigation or proceeding involving threat thereof made in writing for which such indemnified party may make a claim referred to in the preceding subdivisions of under this Section 67, such indemnified party will, if shall deliver to the indemnifying party a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities thereof and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled have the right to participate in and in, and, to assume the defense thereofextent the indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofthereof with counsel mutually satisfactory to the parties; provided, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaidhowever, (ii) the indemnifying party and the that an indemnified party shall have mutually agreed the right to retain its own counsel, with the retention of such counsel or (iii) fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person party represented by such counsel in such proceeding proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 7. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have reasonably concluded the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to direct assume the defense of such action action, claim or proceeding on behalf of the such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). No indemnifying party will consent shall be liable to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any action, proceeding effected or claim without the written consent of such the indemnifying party, such which consent shall not to be unreasonably withheld withheld. 7.4. If the indemnification required by this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or delayedexpenses referred to in this Section 7: (i) The indemnifying party, but in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any Violation has been committed by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such 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 7.1 and Section 7.2, 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 settled with contribution pursuant to this Section 7.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 7.4(i). No Person guilty 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 consent or if there be a final judgment for the plaintifffraudulent misrepresentation. 7.5. If indemnification is available under this Section 7, the indemnifying party agrees to parties shall indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified the full extent provided in this Section 6 (with appropriate modifications) shall be given by 7 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 7.4. 7.6. The obligations of the Company and each seller the Selling Holders of Registrable Securities with respect to under this Section 7 shall survive the completion of any required registration or other qualification offering of such Registrable Securities pursuant to a registration statement under any federal or state law or regulation or governmental authority other than the Securities Actthis Agreement, and otherwise.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Holder in the case any offering or sale of any registration statement filed Registrable Securities pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officersthis Agreement, each officer and director of each underwriterPerson, each other person if any, who participates as an underwriter in the any such offering or and sale of such securities Registrable Securities, and each other personPerson, if any, who controls such holder the Holder or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and affiliates against any all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees, disbursements and expenses, joint as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or severaldelayed) (collectively, “Losses”) incurred by such party pursuant to which such holder any actual or threatened action, suit, proceeding or investigation arising out of or based upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any such director omission or officer alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or participating preliminary Prospectus or controlling person may become subject any amendment or supplement to any of the foregoing, any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act Act, or otherwisenecessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such losses, claims, damages, liabilities statements or expenses (or actions or proceedings or investigations in respect thereof) omissions arise out of or are based upon (xA) any such untrue statement or alleged untrue statement of any material fact contained or omission or alleged omission made in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus (unless, reliance on and in conformity with information with respect to the indemnification Holder furnished in writing to the Company by the Holder or its counsel expressly for use therein, (B) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the officers and directors Company to keep effective the Registration Statement of each underwriter and each other person participating which such Prospectus forms a part has expired or (C) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holder that the filing of an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included therein, or any amendment or supplement theretothereto is required, except such Prospectus, Free Writing Prospectus or any document incorporated by reference therein, “issuer information” as so amended or supplemented; or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (zii) any violation by the Company of any other federal or state securities laws, and laws or regulations applicable to the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal relating to action required of or any other expenses reasonably incurred inaction by them the Company in connection with investigating or defending any such lossregistration. Notwithstanding the foregoing provisions of this Section 2.10(a), claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to the Holder or any seller, director, officer, participating person underwriter or controlling person to any other indemnified party under the indemnity agreement in this Section 2.10(a) for any such case to the extent Losses that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) the Holder or such registration statement, any underwriter failed to send or deliver a copy of the Prospectus prior to the time of the sale of Registrable Securities by the Holder or such preliminary prospectus, final prospectus, summary prospectus, underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force Prospectus and effect regardless of any investigation made (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, the Holder or such seller underwriter thereafter fails to deliver such Prospectus, as so amended or any supplemented, prior to the time of the sale of Registrable Securities by the Holder or underwriter to the Person asserting the claim from which such director, officer, participating person or controlling person Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of such securities the Registrable Securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwritersindemnified party. (b) The Company may require, as a condition to including In connection with any Registrable Securities in any registration statement Registration Statement filed pursuant to Section 2(a)this Agreement, that the Company Holder shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and harmless, to the same fullest extent as set forth in subdivision (a) of this Section 6) permitted by law, the Company, each director Person, if any, who participates as an underwriter in any such offering and sale of the Company, each officer of the Company who shall sign such registration statement Registrable Securities and each other personPerson, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any actual action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement in of a material fact contained in, or any omission from such registration statementor alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus or preliminary prospectus, final prospectus or summary prospectus included therein, Prospectus or any amendment or supplement theretoto any of the foregoing, any Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, preliminary Prospectus or Free Writing Prospectus, in the light of the circumstances then existing) not misleading, but only if to the extent that any such untrue statement or omission was is made in reliance upon on and in conformity with written information with respect to the Holder furnished in writing to the Company through an instrument duly executed by such sellers the Holder or their underwriters its counsel specifically stating that it is for use in therein, provided that the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment Holder shall not be required to indemnify the Company or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to any other indemnified party under this Section 6(b2.10(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited with respect to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price amount in excess of the shares sold by such seller under such registration statement bears to amount of the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller the Holder from sales of the sale of Registrable Securities covered by under such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersRegistration Statement. (c) Promptly Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by an such indemnified party of any written notice of the commencement of any action action, suit, proceeding or proceeding involving a claim referred to investigation or threat thereof made in the preceding subdivisions of this Section 6, writing for which such indemnified party willmay claim indemnification or contribution pursuant to this Agreement, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, provided that the failure of any indemnified party to give notice as provided herein such notification shall not relieve affect the obligations of the indemnifying party of its obligations under the preceding subdivisions of pursuant to this Section 6 2.10 except to the extent that the indemnifying party's liabilities party shall have been actually and obligations under this Section 6 are increased materially prejudiced as a result of such failure to give noticefailure. In case any such action is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party. After , and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation, unless (i) in the indemnifying party shall have failed reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to retain counsel for the indemnified party as aforesaid, (ii) exist between the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by of such counsel in indemnified parties with respect to such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (claim, in which case event the indemnifying party shall not have be liable for the right fees and expenses of (i) more than one counsel for the Holder (which selection shall be reasonably satisfactory to direct the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such action on behalf indemnifying party with respect to such claim, unless in the reasonable judgment of the any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for the Holder (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party will party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or enter entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim action, suit, proceeding or litigationinvestigation to the extent such liability is covered by the indemnity obligations set forth in this Section 2.10. The indemnifying No indemnified party shall not be liable for consent to entry of any judgment or entry into any settlement of any proceeding effected without the written consent of such each indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified If the indemnification from the indemnifying party provided for in this Section 6 2.10 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations, provided that the Holder shall not be required to contribute any amount in excess of the amount of the total net proceeds received by the Holder from sales of the Registrable Securities under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 2.10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (with appropriate modificationswithin the meaning of Section 11(f) of the Securities Act) shall be given entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 2.10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the Company and consideration referred to in this Section 2.10(d). If indemnification is available under this Section 2.10, the indemnifying parties shall indemnify each seller indemnified party to the full extent provided in Section 2.10(a) or 2.10(b), as the case may be, without regard to the relative fault of Registrable Securities with respect such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 2.10(d). (e) The provisions of this Section 2.10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required registration by this Section 2.10 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or other qualification of such Registrable Securities under any federal investigation, as and when invoices are received or state law or regulation or governmental authority other than the Securities ActLosses are incurred.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company willshall, and it hereby doesagrees to, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3each Participating Investor and its partners, the holder of any Registrable Securities covered by such registration statementmembers, its directors and officers, each officer directors, employees and director of controlling Persons, if any, and each underwriter, each other person who participates as an underwriter its partners, officers, directors, employees and controlling Persons, if any, in the any offering or sale of such securities and each other personCommon Shares, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, damages or liabilities and expenses, joint or several, to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such losses, claims, damagesdamages or liabilities, liabilities or expenses (or actions or proceedings or investigations in respect thereof) , including any amounts paid in settlement as provided herein (collectively, "Claims"), arise out of or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Actstatement, or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), or final prospectus or summary prospectus included contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by such Participating Investor or any underwriter expressly for use therein. (yb) Each Participating Investor shall, and hereby agrees to (1) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Common Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and in each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is Participating Investor expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplementtherein, and PROVIDED THAT (i2) reimburse the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) Company for any legal or other out-of-pocket expenses reasonably incurred by the liability of each seller hereunder shall be limited to the proportion of Company in connection with investigating or defending any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersClaim. (c) Promptly after receipt by an indemnified party under Section 4.7(a) or Section 4.7(b) of written notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this for which indemnification under Section 64.7(a) or Section 4.7(b) may be requested, such indemnified party will, if a claim shall notify the indemnifying party in respect thereof is to be made against an indemnifying party, give written notice to the latter writing of the commencement of such action; PROVIDEDaction or proceeding, HOWEVER, that but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of any the indemnified party to give notice as provided herein such notice, and in no event shall not such omission relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except from any other liability it may have to the extent that the indemnifying such indemnified party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is or proceeding shall be brought against any indemnified party and it shall notify an indemnified partyindemnifying party of the commencement thereof, the such indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party. After , and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by the such indemnified party in connection with the defense thereof unless (i) other than reasonable costs of investigation. If the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaidis not entitled to, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall elects not have the right to direct to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such action on behalf claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party). No indemnifying party will , compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which does indemnification is sought under Section 4.7(a) or Section 4.7(b) (whether or not include as the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to of such claim or litigation. The indemnifying party shall litigation and does not be liable for any settlement of any proceeding effected without subject the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against to any loss material injunctive relief or liability by reason of such settlement or judgmentother material equitable remedy. (d) Indemnification similar Each Participating Investor and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 4.7(a) or 4.7(b) hereof are unavailable to that specified or are insufficient to hold harmless an indemnified party in this respect of any Claims referred to therein (other than as a result of the provisos thereto), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of and benefits derived by the indemnifying party, on the one hand, and the indemnified party, on the other hand, as well as other equitable considerations. The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 6 4.7(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (with appropriate modificationswithin the meaning of Section 11(f) of the Securities Act) shall be given by the Company and each seller of Registrable Securities with respect entitled to contribution from any required registration or other qualification Person who was not guilty of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actfraudulent misrepresentation.

Indemnification; Contribution. (aA) In Incident to any registration statement referred to in this Agreement, the event 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 partners and stockholders of any registration such partners), and directors, officers, employees and agents of any securities of them (a "Selling Holder"), and each person who controls any of them within the meaning of Section 15 of the Company Securities Act or Section 20 of the Exchange Act (a "Controlling Person")), from and against any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, reasonable attorney's fees 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 they, or any of them, may become subject under the Securities Act, the Company willExchange Act or other federal or state statutory law or regulation, and hereby does, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, liabilities and expenses, joint or several, to which such holder or any such director or officer or participating or controlling person may become subject under the Securities Act at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon on (x) any untrue statement or alleged untrue statement of any a material fact contained in any such registration statement under which such securities were registered under the Securities Act, (including any related preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary or definitive prospectus), final prospectus or summary prospectus included therein, or any amendment or supplement theretoto such registration statement or prospectus), or any document incorporated by reference therein, or (y) any omission or alleged omission to state therein in such document a material fact required to be stated therein in it, in light of the circumstances under which it was made, or necessary to make the statements therein in it not misleading, or (z) any violation by the Company of the Securities Act, any state securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or "blue sky" laws or any other expenses reasonably incurred by them rule or regulation thereunder in connection with investigating or defending any such lossregistration; provided, claim, liability, action or proceeding; PROVIDED, HOWEVERhowever, that the Company shall will not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, expense or liability (or action or proceeding in respect thereof) or expense arises out of or from and is based upon 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 an untrue statement or omission or alleged untrue statement or omission made in reliance upon 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 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 such preliminary prospectusof them, final prospectusand each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), summary prospectusfrom and against any and all losses, amendment claims, damages, expenses and liabilities, joint or supplement in reliance upon and in conformity with written information furnished several, to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use same extent provided in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerimmediately preceding sentence. The Company shall agree to provide for contribution relating to such indemnity as shall not be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, obligated hereunder to indemnify and hold harmless (any Holder for any amount paid in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion settlement of any such loss, claim, damage, liability or expense action if such settlement is effected without the consent of the Company (which is consent shall not be unreasonably withheld). In no event, however, shall the liability of a Selling Holder for indemnification under this Section 5 exceed the lesser of (x) 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 (y) the proceeds received by such Selling Holder from its sale of Registrable Securities under such registration statement. (B) If the indemnification provided for in Section 5(a) above for any reason is held by a court of competent jurisdiction to be unavailable to an indemnified party in respect of any losses, claims, damages, expenses or liabilities referred to therein, then each indemnifying party under this Section 5, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities (x) in such proportion as is appropriate to reflect the relative benefits received by the Company, the other Selling Holders and the underwriters from the offering of the Registrable Securities or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) above but also the relative fault of the Company, the other Selling Holders and the underwriters 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 shares Registrable Securities. The relative fault of the Company, the Selling Holders and the 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 Company, the Selling Holders or the underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Holders, and the underwriters agree that it would not be just and equitable if contribution pursuant to this Section 5(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account the equitable considerations referred to in the immediately preceding paragraph. In no event, however, shall a Selling Holder be required to contribute any amount under this Section 5(b) in excess of the lesser of (x) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to the proportion of the total Registrable Securities sold by such seller under such registration statement bears to which are being sold by such Selling Holder or (y) the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller Selling Holder from the its sale of Registrable Securities covered by under such registration statement. Such indemnity No person found guilty 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 found guilty of such fraudulent misrepresentation. (C) The 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 5 shall be 10 deemed to include, subject to the limitations set forth above, any reasonable 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 the Company indemnified parties or any such officer, director, officer employee, agent or controlling person and shall survive the transfer of such securities by such sellers. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgmentparties. (d) Indemnification similar to that specified in this Section 6 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Act.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (ai) In To the event of any registration of any securities of the Company under the Securities Actextent permitted by applicable law, the Company will, and hereby does, shall indemnify and hold harmless each Holder, and the partners, members, officers, directors, employees, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by Act) for each such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities Holder; and each other personPerson, if any, who controls such holder Holder or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, damages, liabilities and expenses, expenses (joint or several), including reasonable attorney’s fees and disbursements and reasonable expenses of investigation (collectively, “Losses”), incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which such holder or any such director or officer or participating or controlling person of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or otherwiseother federal or state laws, but only insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) Losses arise out of or are based upon any of the following statements or omissions (xcollectively, a “Violation”): (1) any untrue statement or alleged untrue statement of any a material fact contained in any the registration statement under which such securities were registered under the Securities Actstatement, including any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), Prospectus or final prospectus or summary prospectus included Prospectus contained therein, or any amendment amendments or supplement supplements thereto, or any document incorporated by reference therein, or ; or (y2) any the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVERhowever, that the indemnification required by this Section 2(f)(i) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any seller, director, officer, participating person or controlling person in any such case for any such Loss to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of a Holder or any underwriter expressly for use in connection with such registration; and provided, further, that any indemnification required by this Section 2(f)(i) shall not apply to the extent that any such Loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission made to state a material fact, included in or omitted from any preliminary prospectus if the final prospectus shall correct such registration untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given by the Holder or any underwriter to the Person alleging damage at or prior to the confirmation of sale to such Person; and provided, further, that this indemnity shall not apply to the extent that any such preliminary prospectus, final prospectus, summary prospectus, amendment Loss is based on an offer or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller Transfer of Registrable Securities during any period which the Company has notified the Holder that such offers and Transfers must cease under the Agreement, including under Section 2(b), Section 2(c)(ii) or the underwritersSection 2(c)(v) . (bii) The Company may requireTo the extent permitted by applicable law, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company Holders (severally and not jointly) shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the directors of the Company, each officer of the officers of the Company who shall sign such registration statement and have signed the Resale Registration Statement, each other personPerson, if any, who controls the Company within the meaning of the Securities Act, with respect and each officer, director, partner, and employee of such controlling Person, against any and all Losses incurred by such Person pursuant to any statement in actual or omission from such registration statementthreatened action, any preliminary prospectussuit, final prospectus proceeding or summary prospectus included thereininvestigation, or to which any amendment of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or supplement theretoother federal or state laws, but only if insofar as such statement Losses arise out of or omission was made are based upon any Violation, in reliance each case to the extent that such Violation arises out of or is based upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made writing by or on behalf of a Holder expressly for use in connection with such registration, or upon the Company Holder’s failure to properly and timely deliver an “official” Prospectus, or upon the Holder’s use of a written or oral prospectus other than the “official” Prospectus; provided, however, that any indemnification required by this Section 2(f)(ii) shall not apply to amounts paid in settlement of any such director, officer or controlling person Loss if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably withheld) and in no event shall survive the transfer amount of such securities any indemnity obligation under this Section 2(f)(ii) exceed the gross proceeds from the applicable offering received by such sellersthe Holders. (ciii) Promptly after receipt by an indemnified party under this Section 2(f) of notice of the commencement of any action action, suit, proceeding, investigation or proceeding involving threat thereof made in writing for which such indemnified party may make a claim referred to in the preceding subdivisions of under this Section 62(f), such indemnified party will, if a claim in respect thereof is shall deliver to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities a written notice thereof and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled have the right to participate in and in, and, to assume the defense thereofextent the indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the extent that it may wish, defense thereof with counsel reasonably satisfactory to such the indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof; provided, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaidhowever, (ii) the indemnifying party and the that an indemnified party shall have mutually agreed the right to retain its own counsel, with the fees and disbursements and expenses (in each case, to the retention of such counsel or (iiiextent reasonable) to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person party represented by such counsel in such proceeding or proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2(f) to the extent, but only to the extent, of such prejudice but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 2(f). Any such indemnified party shall have reasonably concluded the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which that are different from or additional in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to direct assume the defense of such action action, claim or proceeding on behalf of the such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels). (iv) If the indemnification required by this Section 2(f) from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Losses referred to in this Section 2(f) : (1) the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any Violation has been committed by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 2(f)(i), 2(f)(ii) and 2(f)(iii), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding; (2) the parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2(f)(iv) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 2(f)(iv)(1). No indemnifying party will consent Person guilty of fraudulent misrepresentation (within the meaning of Section 11(e) of the Securities Act) shall be entitled to entry of contribution from any judgment or enter into any settlement which does Person who was not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent guilty of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgmentfraudulent misrepresentation. (dv) Indemnification similar to that specified in this Section 6 (with appropriate modifications) shall be given by The obligations of the Company and each seller the Holders under this Section 2(f) shall survive the completion of any offering of Registrable Securities with respect pursuant to any required the registration or other qualification of such Registrable Securities statement under any federal or state law or regulation or governmental authority other than the Securities Actthis Agreement, and otherwise.

Indemnification; Contribution. (a) In The Company shall indemnify, to the event fullest extent permitted by law, each holder of any registration of any securities of the Company under the Securities ActRegistrable Securities, the Company willits officers, directors, partners, employees and agents, if any, and hereby does, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other personPerson, if any, who controls such holder or any such underwriter within the meaning of Section 15 of the Securities Act Act, against any all losses, claims, damages, liabilities (or proceedings in respect thereof) and expensesexpenses (under the Securities Act or common law or otherwise), joint or several, to which such holder or resulting from any such director or officer or participating or controlling person may become subject under violation by the Company of the provisions of the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Act, or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated caused by reference therein, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or (zproceedings in respect thereof) or expenses are caused by any violation untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Company by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any securities lawsholder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company will reimburse agrees to indemnify such holder underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with investigating or defending any such loss, claim, liability, action or proceedingrespect to the indemnification of the holders of Registrable Securities; PROVIDED, HOWEVER, provided that the Company shall not be liable required to indemnify any sellersuch underwriter, director, or any officer, participating person director or controlling person in employee of such underwriter or any Person who controls such case underwriter within the meaning of Section 15 of the Securities Act, to the extent that any such the loss, claim, damage, liability (or action or proceeding proceedings in respect thereof) or expense arises out for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or is based upon supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made 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 amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 3.7 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such preliminary prospectusindemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to such claim. (d) If for any reason the foregoing indemnity is unavailable, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished then the indemnifying party shall contribute to the Company in an instrument executed amount paid or payable by or under the direction indemnified party as a result of such sellerlosses, directorclaims, officerdamages, participating person liabilities or controlling person for use expenses (i) in such proportion as is appropriate to reflect the preparation thereofrelative benefits received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by clause (i) above is not permitted by Applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, which information in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 3.7(b) was specifically stated available. No Person guilty 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. The obligation of any Person to contribute pursuant to this Section 3.7 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 3.7 to or for use the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in the registration statement, prospectus, offering circular or other document. Such indemnity this Section 3.7 shall remain in full force and effect regardless of any investigation made by or on behalf of such seller a participating holder of Registrable Securities, its officers, directors, agents or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other personPerson, if any, who controls the Company within the meaning of the Securities Actsuch holder as aforesaid, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer Transfer of such securities Equity Securities by such sellers. (c) Promptly after receipt by an indemnified party of notice of holder and the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions termination of this Section 6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party Agreement for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgmentreason. (d) Indemnification similar to that specified in this Section 6 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Act.

Indemnification; Contribution. (a) In 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 event full extent permitted by law, each holder of any registration of any securities of the Company under the Securities ActRegistrable Securities, the Company willpartners, and hereby doesmembers, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer directors, agents and director employees of each underwriterof them, each other person who participates as an underwriter in the offering or sale of such securities and each other person, if any, Person who controls each such holder or any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), the partners, members, officers, directors, agents and employees of each such controlling person and any financial or investment adviser (each, a “Covered Person”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities and expensesliabilities, joint or several, to which such holder or any such director or officer or participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings (whether commenced or investigations in respect thereofthreatened), costs (including, without limitation, costs of preparation and attorneys’ fees) arise and expenses (including expenses of investigation) (collectively, “Losses”), as incurred, arising out of or are based upon (xi) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary form of prospectus included therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or any document incorporated by reference therein, arising out of or (y) based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that the same 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 (zii) any violation by the Company of any securities lawsfederal, and state or common law rule or regulation applicable to the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal relating to action required of or any other expenses reasonably incurred inaction by them the Company in connection with investigating or defending any such loss, claim, liability, action or proceedingregistration; PROVIDED, HOWEVER, provided that the Company shall not be liable to any sellerPerson who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, directorif any, officer, participating person or controlling person in any who controls such case underwriters within the meaning of the Securities Act to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises 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 (i) 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, (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (iii) the Company has complied with its obligations under Section 5D(c). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person. If the Public Offering pursuant to any registration statementstatement provided for under this Section 5 is made through underwriters, no action or failure to act on the part of such underwriters (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 the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article 5 is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as provided in this Section 5F with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such preliminary prospectusunderwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person 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 amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any Registration Statement in which a holder of Registrable Securities is participating, summary prospectussuch holder, amendment or supplement in reliance upon and in conformity with written information furnished an authorized officer of such holder, shall furnish to the Company in an instrument executed by or under writing such information regarding such holder as the direction of such seller, director, officer, participating person or controlling person Company reasonably requests for use in connection with any Registration Statement or prospectus and agrees, severally and not jointly, to indemnify, defend and hold harmless to the preparation thereoffull extent permitted by law, which information was specifically stated the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the partners, members, directors, officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus, or form of prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to 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 registration statementCompany 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 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 Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, offering circular or other documentinformation previously furnished to the Company, and the Company failed to include such information therein. In no 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 and expenses incurred in connection therewith) received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersindemnified party. (c) Promptly after receipt by If any Person shall be entitled to indemnity hereunder (an indemnified “Indemnified Party”), such Indemnified Party shall give prompt notice to the party of notice or parties from which such indemnity is sought (the “Indemnifying Parties”) of the commencement of any action action, suit, proceeding or proceeding involving investigation or written threat thereof (a claim referred “Proceeding”) with respect to in the preceding subdivisions of this Section 6, which such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such actionIndemnified Party seeks indemnification or contribution pursuant hereto; PROVIDED, HOWEVER, provided that the failure of any indemnified party to give notice as provided herein so notify the Indemnifying Parties shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 Indemnifying Parties from any obligation or liability except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result Indemnifying Parties have been prejudiced by such failure. The Indemnifying Parties shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such failure Proceeding, to give notice. In case assume, at the Indemnifying Parties’ expense, the defense of any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wishProceeding, with counsel reasonably satisfactory to such indemnified party. After notice from Indemnified Party; provided that an Indemnified Party or parties (if more than one such Indemnified Party is named in any Proceeding) shall have the indemnifying party right to employ separate counsel in any such indemnified party Proceeding and to participate in the defense thereof, but the fees and expenses of its election so such counsel shall be at the expense of such Indemnified Party or parties unless: (i) the Indemnifying Parties agree to pay such fees and expenses; (ii) the Indemnifying Parties fail promptly to assume the defense thereof, the indemnifying party shall not be liable of such Proceeding or fail to employ counsel reasonably satisfactory to such indemnified party for any legal Indemnified Party or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel parties; or (iii) representation the 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 the Indemnifying Parties or such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party Indemnified Parties, and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal one or more defenses available to it which such Indemnified Party or parties that are different from or additional to those available to the indemnifying party (Indemnifying Parties, in which case case, if such Indemnified Party or parties notifies the indemnifying party Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to direct assume the defense of thereof and such action on behalf counsel shall be at the expense of the indemnified partyIndemnifying Parties, it being understood, however, that, unless there exists a conflict among Indemnified Parties, the Indemnifying Parties shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Party or parties. Whether or not such defense is assumed by the Indemnifying Parties, such Indemnifying Parties or Indemnified Party or parties shall not be subject to any liability for any settlement made without its or their consent (but such consent shall not be unreasonably withheld). No indemnifying party will The Indemnifying Parties shall not consent to entry of any judgment or enter into any settlement which (i) provides for other than monetary damages without the consent of the Indemnified Party or parties (which consent shall not be unreasonably withheld or delayed) or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party or parties of a release release, in form and substance satisfactory to the Indemnified Party or parties, from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, Proceeding for which such consent not Indemnified Party would be entitled to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgmentindemnification hereunder. (d) Indemnification similar to that specified If the indemnification provided for in this Section 6 5F is unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party harmless for any Losses in respect of which this Section 5F would otherwise apply by its terms, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall have an obligation to contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other 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 such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. 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 5F(a) or 5F(b) was available to such party. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5F(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 5F(d). Notwithstanding the provisions of this Section 5F(d), an Indemnifying Party that is a holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Indemnifying Party exceeds the amount of any damages that such Indemnifying Party has otherwise been required to pay by reasons of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (with appropriate modificationswithin the meaning of Section 11(f) of the Securities Act) shall be given by the Company and each seller of Registrable Securities with respect entitled to contribution from any required registration or other qualification Person who was not guilty of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actfraudulent misrepresentation.

Indemnification; Contribution. (a) In To the event of any registration of any securities of the Company under the Securities Actfullest extent permitted by applicable law, the Company willshall, and it hereby doesagrees to, indemnify and hold harmless ▇▇▇▇▇▇, each underwriter and the equityholders, controlling persons, directors, officers and employees of each of the foregoing in any offering or Sale of the case of any registration statement filed Registrable Securities, including pursuant to Section 2 4.01, Section 4.02 or 3Section 4.05, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damagesdamages or liabilities, liabilities actions or proceedings (whether commenced or threatened) in respect thereof and expensesexpenses (including actual and documented out-of-pocket fees of legal counsel reasonably incurred) (collectively, joint or several, “Claims”) to which each such holder or any such director or officer or participating or controlling person indemnified party may become subject under the Securities Act or otherwisesubject, insofar as such lossesClaims (including any amounts paid in settlement effected with the consent of the Company as provided herein), claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) , arise out of of, relate to, are in connection with, or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), or final prospectus or summary prospectus included Prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically each such indemnified Person for any actual and documented out-of-pocket legal or other actual and documented out-of-pocket expenses reasonably incurred by it in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus, or amendment or supplement thereto, in reliance upon written information furnished to the Company (x) by ▇▇▇▇▇▇ or any Representative of ▇▇▇▇▇▇, it being understood and agreed that the only such information furnished by ▇▇▇▇▇▇ or any Representative of ▇▇▇▇▇▇ consists of the information described as such in Section 4.13(b) or (y) by or on behalf of any underwriter expressly for use therein. (b) To the fullest extent permitted by applicable law, ▇▇▇▇▇▇ shall, and hereby agrees to, (i) indemnify and hold harmless the Company, its directors, officers, employees and its other equityholders and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or Sale of Registrable Securities by it against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of, relate to, are in connection with, or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of, relate to, are in connection with, or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and in each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information regarding ▇▇▇▇▇▇ furnished to the Company through an instrument duly executed by ▇▇▇▇▇▇ or any Representative of ▇▇▇▇▇▇, it being understood and agreed that the only such sellers information furnished by ▇▇▇▇▇▇ or their underwriters specifically stating that it is any Representative of ▇▇▇▇▇▇ consists of the number of shares of Common Stock owned by ▇▇▇▇▇▇, the number of Registrable Securities proposed to be Sold by ▇▇▇▇▇▇, the name and address of ▇▇▇▇▇▇ and the method of distribution (including the description of any debt-for-equity exchange) proposed by ▇▇▇▇▇▇, any financial statements or other information (or omissions thereof) about the SpinCo Business to the extent relating to any date or period ended on or before the Effective Date, in each case, to the extent provided by ▇▇▇▇▇▇ or any Representative of ▇▇▇▇▇▇ (for use the avoidance of doubt, including information provided prior to the date hereof, whether for inclusion in the preparation of such Company’s registration statementstatement on Form 10 or otherwise) (collectively, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (ithe “▇▇▇▇▇▇ Information”) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) reimburse the liability of each seller hereunder shall be limited to Company for any actual and documented out-of-pocket legal or other out-of-pocket expenses reasonably incurred by the proportion of Company in connection with investigating or defending any such lossClaim; provided, claimhowever, damage, liability that in no event shall any indemnity or expense which is reimbursement by ▇▇▇▇▇▇ under this Section 4.13(b) exceed an amount equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from ▇▇▇▇▇▇ (or, in the sale case of a Debt Exchange, the anticipated fair value of the securities or indebtedness received by ▇▇▇▇▇▇) in respect of the Sale of Registrable Securities covered by giving rise to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by indemnification or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellersreimbursement obligation. (c) Promptly after receipt ▇▇▇▇▇▇ and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 4.13(a) or Section 4.13(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of notice any Claims referred to therein, then each Indemnifying Party (as defined below) shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the commencement Indemnifying Party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such Indemnifying Party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 4.13(c) is not permitted by applicable law, then each Indemnifying Party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the Indemnifying Party and the indemnified party, as well as any action other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 4.13(c) were to be determined by pro rata allocation or proceeding involving a claim by any other method of allocation which does not take into account the equitable considerations referred to in the preceding subdivisions sentences of this Section 6, such 4.13(c). The amount paid or payable by an indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure the Claims referred to give notice. In case any such action is brought against an indemnified party, the indemnifying party above shall be entitled deemed to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, include (subject to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for limitations set forth in Section 4.14) any actual and documented out-of-pocket legal or other out-of-pocket fees or expenses subsequently reasonably incurred by the such indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaidinvestigating or defending any such action, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or claim. No Person guilty of fraudulent misrepresentation (within the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense meaning of such action on behalf Section 11(f) of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modificationsSecurities Act) shall be given by the Company and each seller of Registrable Securities with respect entitled to contribution from any required registration or other qualification Person who was not guilty of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actfraudulent misrepresentation.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does, will indemnify and hold harmless in the case each holder and each affiliate thereof of any registration statement filed Common Stock registered pursuant to Section 2 this Agreement with the Commission, or 3, the holder of under any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering Blue Sky Law or sale of such securities and each other person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act regulation against any losses, claims, damages, liabilities and expensesor liabilities, joint or several, to which such holder or any such director or officer or participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (x) any an untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included thereinregistration statement, prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, arise out of or (y) any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse each such holder and each such director, officer, participating person and controlling person affiliate for any legal or any other expenses reasonably incurred by them such holder in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim regardless of the negligence of any such holder or affiliate; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final registration statement or prospectus, summary prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of any such seller, director, officer, participating person or controlling person holder expressly for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriterstherein. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed Each holder of Common Stock registered pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to this Agreement will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other personagainst any losses, if anyclaims, who controls damages, or liabilities to which the Company within may become subject, under the meaning Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of the Securities Act, with respect to any or are based upon an untrue statement or alleged untrue statement of a material fact contained in or omission from such registration statement, any preliminary prospectus, final prospectus registration statement or summary prospectus included thereinprospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only if to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is holder expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellerstherein. (c) Promptly after receipt by an indemnified party of notice under Sections 8(a) or (b) above of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6action, such indemnified party willshall, if a claim in respect thereof is to be made against an the indemnifying partyparty under either such subsection, give written notice to notify the latter indemnifying party in writing of the commencement of such actionthereof; PROVIDED, HOWEVER, that but the failure of any indemnified omission so to notify the indemnifying party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except it from any liability that it may otherwise have to the extent that the indemnifying any indemnified party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is shall be brought against an any indemnified party, party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, thereof by notice in writing to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expenses expense, in each case subsequently incurred by the such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation incurred prior to the assumption by the indemnifying party, unless (i) such expenses have been specifically authorized in writing by the indemnifying party, the indemnifying party shall have has failed to retain counsel for assume the defense and employ counsel, or the named parties to any such action include both the indemnified party as aforesaid, (ii) and the indemnifying party party, as appropriate, and the such indemnified party shall have mutually agreed to has been advised by counsel that the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such them, in each of which cases the fees of counsel in such proceeding or for the indemnified party shall have reasonably concluded that there may will be legal defenses available to it which are different from or additional to those available to paid by the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified If the indemnification provided for in this Section 6 8 is unavailable or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (with or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate modifications) shall be given to reflect the relative benefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each seller indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of Registrable Securities the Company and the holders in connection with the statement or omissions that resulted in such losses, claims, damages, or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault 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 Company or the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the holders agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to above in this subsection (e). Except as provided in Section 8(c), the amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigation or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section 8(d) to the contrary, no holder shall be liable for any amount, in the aggregate, in excess of the net proceeds to such holder from the sale of such holder's shares (obtained upon exercise of Warrants) giving rise to such losses, claims, damages, or liabilities. (e) The obligations of the Company under this Section 8 shall be in addition to any required registration or other qualification liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such Registrable Securities under any federal or state law or regulation or governmental authority other than holders may otherwise have and shall extend, upon the Securities same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does, shall indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statementeach Holder, its directors respective officers and officersdirectors, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other person, if any, who controls such holder or any such underwriter Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against any all losses, claims, damages, liabilities and expenses, joint or several, to which such holder or any such director or officer or participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (including reasonable attorneys' fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or actions threatened action, suit, proceeding or proceedings or investigations in respect thereof) arise investigation arising out of or are based upon (xi) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any Prospectus or preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included thereinProspectus, or any amendment or supplement theretoto any of the foregoing, or any document incorporated by reference therein, or (yii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (ziii) any violation or alleged violation by the Company of any securities lawsUnited States federal, and state or common law rule or regulation applicable to the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal relating to action required of or any other expenses reasonably incurred inaction by them the Company in connection with investigating or defending any such lossregistration except in each case insofar as the same arise out of or are based upon, claimany such untrue statement or omission made in reliance on and in conformity with written information with respect to a Holder furnished to the Company by such Holder or its counsel expressly for use therein. In connection with an Underwritten Offering, liabilitythe Company shall indemnify the underwriters thereof, action their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or proceeding; PROVIDEDSection 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of each Holder. Notwithstanding the foregoing provisions of this Section 11(a), HOWEVER, that the Company shall not be liable to any sellerHolder, directorany Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, officerif any, participating person or controlling person in who controls any such case to underwriter (within the extent that meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), under this Section 11 for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereofpreliminary Prospectus if a Holder, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or Person on behalf of such seller Holder, failed to send or any such director, officer, participating person or controlling person and shall survive deliver a copy of a final Prospectus to the transfer Person asserting the claim prior to the written confirmation of such securities by such seller. The Company shall agree to provide for contribution relating the sale of the Registrable Securities to such indemnity as shall be reasonably requested by any seller of Registrable Securities Person and such statement or omission was corrected in such final Prospectus and the underwritersCompany had previously and timely furnished sufficient copies thereof to the Holders in accordance with this Agreement. (b) The Company may require, as a condition Any Person entitled to including any Registrable Securities in any registration statement filed pursuant indemnification hereunder agrees to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and give prompt written notice to the same extent as set forth in subdivision (a) of this Section 6) indemnifying party after the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed receipt by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellers. (c) Promptly after receipt by an indemnified party of any written notice of the commencement of any action action, suit, proceeding or proceeding involving a claim referred to investigation or threat thereof made in the preceding subdivisions of this Section 6, writing for which such indemnified party will, if a may claim in respect thereof is indemnification or contribution pursuant to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, this Section 11 (provided that the failure of any indemnified party to give notice as provided herein such notification shall not relieve affect the obligations of the indemnifying party of its obligations under the preceding subdivisions of pursuant to this Section 6 11 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased party shall have been materially prejudiced as a result of such failure to give noticefailure). In case any such action is shall be brought against an any indemnified partyparty and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and therein and, to assume the defense thereofextent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the extent that it may wishdefense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party. After , be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 11 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by the such indemnified party party, in connection with the defense thereof unless other than reasonable costs of investigation. Notwithstanding the foregoing, if (i) the indemnifying party shall not have failed employed counsel reasonably satisfactory to retain such indemnified party to take charge of the defense of such action within a reasonable time after notice of commencement of such action (so long as such failure to employ counsel for is not the result of an unreasonable determination by such indemnified party that counsel selected pursuant to the immediately preceding sentence is unsatisfactory) or if the indemnifying party shall not have demonstrated to the reasonable satisfaction of the indemnified party as aforesaidits ability to finance such defense, or (ii) the actual or potential defendants in, or targets of, any such action include both the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (which, if the indemnifying party and such indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party, then such indemnified party shall have the right to employ separate counsel, in which case the indemnifying party shall not have the right to direct the defense fees and expenses of such action on behalf one counsel or firm of counsel (plus one local or regulatory counsel or firm of counsel) selected by a majority in interest of the indemnified party)parties shall be borne by the indemnifying party and the fees and expenses of all other counsel retained by the indemnified parties shall be paid by the indemnified parties. No indemnifying indemnified party will shall consent to entry of any judgment or enter into any settlement without the consent (which consent, in the case of an action, suit, claim or proceeding exclusively seeking monetary relief, shall not be unreasonably withheld) of each indemnifying party. (c) If the indemnification from the indemnifying party provided for in this Section 11 is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions or omissions which resulted in such losses, claims, damages, liabilities and expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied (in writing, in the case of a Holder) by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action or omission. 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 11(b) hereof, any legal and other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 11(c) were determined by pro rata allocation or by any other method of allocation which does not include as an unconditional term thereof take account of the giving equitable considerations referred to above in this Section 11(c). Any underwriter's obligations in this Section 11(c) to contribute shall be several in proportion to the number of Registrable Securities underwritten by them and not joint. Notwithstanding the claimant or plaintiff provisions of this Section 11(c), no underwriter shall be required to such indemnified party contribute any amount in excess of a release from all liability in respect the amount by which the total price at which the Registrable Securities underwritten by it and distributed to such claim or litigation. The indemnifying party shall not be liable for any settlement the public were offered to the public exceeds the amount of any proceeding effected without the written consent damages which such underwriter has otherwise been required to pay by reason of such indemnifying party, untrue or alleged untrue statement or omission or alleged omission. No Person guilty 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 consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintifffraudulent misrepresentation. If indemnification is available under this Section 11, the indemnifying party agrees to parties shall indemnify each indemnified party from and against any loss or liability by reason to the fullest extent provided in Section 11(a) hereof without regard to the relative fault of such settlement indemnifying parties or judgmentindemnified party or any other equitable consideration provided for in this Section 11(c). (d) Indemnification similar to that specified in The provisions of this Section 6 (with appropriate modifications) 11 shall be given by the Company and each seller of Registrable Securities with respect in addition to any required registration or liability which any party may have to any other qualification party and shall survive any termination of this Agreement. The indemnification provided by this Section 11 shall survive the transfer of such Registrable Securities under by the Holder and shall remain in full force and effect irrespective of any federal investigation made by or state law on behalf of an indemnified party, so long as such indemnified party is not guilty of acting in a fraudulent, reckless or regulation or governmental authority other than the Securities Actgrossly negligent manner.

Indemnification; Contribution. (a) In The Company agrees, to the event of any registration of any securities of the Company under the Securities Actextent permitted by law, the Company will, and hereby does, to indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities Holder and each other personPerson, if any, who controls such holder or any such underwriter Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages, liabilities and expensesdamages or liabilities, joint or several, to which such holder they or any such director or officer or participating or controlling person of them may become subject under the Securities Act or otherwiseotherwise ("Indemnified Holder"), and to reimburse the Holders and such controlling Person or Persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as provided in Section 4(c) hereof, insofar as such losses, claims, damages, liabilities or expenses (or actions actions, suits or proceedings or investigations in respect thereof(including governmental investigations) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under Shelf Registration Statement, or, if any Shelf Registration Statement shall be amended or supplemented, in the Securities Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating Shelf Registration Statement as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus so amended or summary prospectus included thereinsupplemented, or any amendment arise out of or supplement thereto, or any document incorporated by reference therein, or (y) are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises actions arise out of or is are based upon an any such untrue statement or alleged untrue statement or omission or alleged omission which was made in such registration statementthe Shelf Registration Statement or in the Shelf Registration Statement as so amended or supplemented, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished in writing to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person any Holder expressly for use therein. The Company's indemnity agreement contained in this Section 4(a), and the preparation thereofcovenants, which information was specifically stated to be for use representations and warranties of the Company contained in the registration statementthis Agreement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such directorPerson, officer, participating person or controlling person and the indemnity agreement contained in this Section 4 shall survive the transfer any termination of such securities by such sellerthis Agreement. The liabilities of the Company shall agree in this Section 4 are in addition to provide for contribution relating to such indemnity as shall be reasonably requested by any seller other liabilities of Registrable Securities the Company under this Agreement or the underwritersotherwise. (b) The Company may requireEach Holder agrees, as a condition severally and not jointly, to including any Registrable Securities in any registration statement filed pursuant the extent permitted by law, to Section 2(a)indemnify, that hold harmless and reimburse the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other personPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent and upon the same terms as the indemnity agreement of the Company set forth in Section 4(a) hereof, but only with respect to any statement alleged untrue statements or omissions made in the Shelf Registration Statement or omission from such registration statementin the Shelf Registration Statement, any preliminary prospectusas amended or supplemented (if applicable), final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is Holder expressly for use therein. The indemnity agreement on the part of each Holder contained in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b4(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such directorother Person, officer or controlling person and the indemnity agreement contained in this Section 4(b) shall survive the transfer any termination of such securities by such sellersthis Agreement. (c) Promptly If a claim is made or an action, suit or proceeding (including governmental investigations) is commenced or threatened against any person as to which indemnity may be sought under Section 4(a) or 4(b) hereof, such Person (the "Indemnified Person") shall notify the Person against whom such indemnity may be sought (the "Indemnifying Person") promptly after receipt by any assertion of such claim threatening to institute an indemnified party of notice action, suit or proceeding or, if such an action, suit or proceeding is commenced against such Indemnified Person, promptly after such Indemnified Person shall have been served with a summons or other first legal process, giving information as to the nature and basis of the commencement claim. Failure to so notify the Indemnifying Person shall not, however, relieve the Indemnifying Person from any liability which it may have on account of the indemnity under Section 4(a) or 4(b) hereof if the Indemnifying Person has not been prejudiced in any material respect by such failure. Subject to the immediately succeeding sentence, the Indemnifying Person shall assume the defense of any action such litigation or proceeding involving proceeding, including the employment of counsel and the payment of all expenses, with such counsel being designated, subject to the immediately succeeding sentence, in writing by a claim referred to majority in interest of the Holders in the preceding subdivisions case of this parties indemnified pursuant to Section 6, such 4(b) hereof and by the Company in the case of parties indemnified party will, if a claim in respect thereof is pursuant to be made against an indemnifying party, give written notice to Section 4(a) hereof. Any Indemnified Person shall have the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled right to participate in such litigation or proceeding and to assume retain its own counsel, but the defense thereof, jointly with any other indemnifying party similarly notified, to fees and expenses of such counsel shall be at the extent that it may wish, with counsel reasonably satisfactory to expense of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof Indemnified Person unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party Indemnifying Person and the indemnified party Indemnified Person shall have mutually agreed to the retention of such counsel or (iiiii) the named parties to any such proceeding (including any impleaded parties) include (x) the Indemnifying Person and (y) the Indemnified Person and, in the written opinion of counsel to such Indemnified Person, representation of such indemnified party both parties by the same counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests likely conflicts of interest between them, in either of which cases the reasonable fees and expenses of counsel (including disbursements) for such indemnified party Indemnified Person shall be reimbursed by the Indemnifying Person to the Indemnified Person. If there is a conflict as described in clause (ii) above, and the Indemnified Persons have participated in the litigation or proceeding utilizing separate counsel whose fees and expenses have been reimbursed by the Indemnifying Person, and the Indemnified Persons, or any other person represented by of them, are found to be solely liable, such Indemnified Person shall repay to the Indemnifying Parties such fees and expenses of such separate counsel as the Indemnifying Person shall have reimbursed. It is understood that the Indemnifying Person shall not, in such connection with any litigation or proceeding or related litigation or proceedings in the indemnified party shall have reasonably concluded that there may same jurisdiction as to which the Indemnified Persons are entitled to such separate representation, be legal defenses available to it which are different from or additional to those available liable under this Agreement for the reasonable fees and out-of-pocket expenses of more than one separate firm (together with not more than one appropriate local counsel) for all such Indemnified Persons. Subject to the indemnifying party (in which case next paragraph, all such fees and expenses shall be reimbursed by payment to the indemnifying party shall not have the right to direct the defense Indemnified Persons of such action on behalf reasonable fees and expenses of counsel promptly after payment thereof by the Indemnified Persons. In furtherance of the indemnified party). No indemnifying party will consent to entry requirement above that fees and expenses of any judgment or enter into any settlement which does not include as an unconditional term thereof separate counsel for the giving Indemnified Persons shall be reasonable, the Holders and the Company agree that the Indemnifying Person's obligations to pay such fees and expenses shall be conditioned upon the following: (1) in case separate counsel is proposed to be retained by the claimant or plaintiff Indemnified Persons pursuant to clause (ii) of the preceding paragraph, the Indemnified Persons shall in good faith fully consult with the Indemnifying Person in advance as to the selection of such indemnified party counsel; (2) reimbursable fees and expenses of such separate counsel shall be detailed and supported in a release from all liability manner reasonably acceptable to the Indemnifying Person (but nothing herein shall be deemed to require the furnishing to the Indemnifying Person of any information, including, without limitation, computer print-outs of lawyers' daily time entries, to the extent that, in respect the judgment of such counsel, furnishing such information might reasonably be expected to result in a waiver of any attorney-client privilege); and (3) the Company and the Holders shall cooperate in monitoring and controlling the fees and expenses of separate counsel for Indemnified Persons for which the Indemnifying Person is liable hereunder, and the Indemnified Person shall use every reasonable effort to cause such claim or litigationseparate counsel to minimize the duplication of activities as between themselves and counsel to the Indemnifying Person. The indemnifying party Indemnifying Person shall not be liable for any settlement of any litigation or proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayedthe Indemnifying Person, but if settled with such consent or if there be a final judgment for against the plaintiffIndemnified Person, the indemnifying party agrees Indemnifying Person agrees, subject to the provisions of this Section 4, to indemnify each indemnified party the Indemnified Person from and against any loss loss, damage, liability or liability expenses by reason of such settlement or judgment. The Indemnifying Person shall not, without the prior written consent of the Indemnified Persons, effect any settlement of any pending or threatened litigation, proceeding or claim in respect of which indemnity has been properly sought by the Indemnified Persons hereunder, unless such settlement includes an unconditional release by the claimant of all Indemnified Persons from all liability with respect to claims which are the subject matter of such litigation, proceeding or claim. (d) Indemnification similar to that specified If the indemnification provided for in this Section 6 4 is unavailable to or insufficient to hold harmless an Indemnified Person under this Section 4 in respect of any losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof) referred to therein, then each Indemnifying Person under this Section 4 shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Person on the one hand and the Indemnified Person on the other from the sale of the Registrable Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Person shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of each Indemnifying Person, if any, on the one hand and the Indemnified Person on the other in connection with appropriate modificationsthe statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental investigations) in respect thereof), as well as any other relevant equitable considerations. The relative fault 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 Company on the one hand or the Holders on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 4. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages or liabilities (or actions, suits or proceedings (including governmental proceedings) in respect thereof) referred to in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such actions, suits or proceedings (including governmental proceedings) or claims, provided that the provisions of this Section 4 have been complied with (in all material respects) in respect of any separate counsel for such Indemnified Person. Notwithstanding the provisions of this Section 4, no Holder shall be required to contribute any amount greater than the excess of the amount by which the total received by such Holder with respect to the sale of its Registrable Securities pursuant to a Shelf Registration Statement exceeds the sum of (A) the amount paid by such Holder for such Registrable Securities plus (B) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be given by the Company entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations in this Section 4 to contribute are several in proportion to their respective obligations and each seller of Registrable Securities not joint. The agreement with respect to contribution contained in this Section 4 shall remain in full force and effect regardless of any required registration investigation made by or other qualification on behalf of such Registrable Securities under the Company or any federal or state law or regulation or governmental authority other than the Securities ActHolder, and shall survive any termination of this Agreement.

Indemnification; Contribution. (a) In the event of connection with any registration of any securities of the Company under the Registrable Securities Actpursuant to this Article III, the Company will, and hereby does, Parent agrees to indemnify and hold harmless in harmless, to the case fullest extent permitted by Law, each of any registration statement filed pursuant to Section 2 or 3the Investors and their respective Affiliates, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities Investors’ Representative and each other personof its Affiliates, if any, and each Person who controls such holder an Investor or any such underwriter the Investors’ Representative within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the directors, officers, employees, partners, affiliates, members, managers, trustees, shareholders, assignees and representatives of each of the foregoing (collectively, the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities liabilities, judgments, actions and expensesexpenses (including reasonable attorneys’ fees and other expenses actually incurred by them in connection with investigating, joint defending or several, to which such holder or settling any such director or officer or participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or liabilities, actions or proceedings proceedings) (“Losses”) joint or investigations in respect thereof) arise several arising out of or are based upon (xi) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Actpart of any Registration Statement, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), or final prospectus or summary prospectus included thereinother disclosure document used in connection with the Registrable Securities, any Issuer FWP or any amendment or supplement theretoto any of the foregoing, or any document incorporated by reference therein, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (zii) any violation or alleged violation by the Company Parent or any of its Subsidiaries of any securities lawsfederal, and the Company will reimburse such holder and each such directorstate, officer, participating person and controlling person for any legal foreign or common law rule or regulation applicable to Parent or any other expenses reasonably incurred by them of its Subsidiaries and relating to action or inaction in connection with investigating or defending any such lossregistration, claimRegistration Statement, liabilityother disclosure document or Issuer FWP; provided, action or proceeding; PROVIDED, HOWEVERhowever, that the Company shall Parent will not be liable required to indemnify any sellerIndemnified Person for any losses, directorclaims, officerdamages, participating person liabilities, judgments, actions or controlling person in expenses resulting from any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission if such untrue statement or alleged omission was made in conformity with information with respect to such registration statementIndemnified Person or related Investors furnished to Parent in writing by or on behalf of such related Investors expressly for use therein. (b) In connection with any Registration Statement, any such preliminary prospectus, or final prospectus, summary or Issuer FWP, in which an Investor is participating, each such Investor agrees to indemnify, severally and not jointly, Parent, its Directors, its officers who sign such Registration Statement and each Person, if any, who controls Parent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from Parent to the Investors, but only with respect to information with respect to such Investor furnished to Parent in writing by such Investor expressly for use in such Registration Statement, preliminary or final prospectus, amendment or supplement Issuer FWP to the extent such information is included therein in reliance upon and in conformity with written the information furnished to the Company in an instrument executed Parent by or under the direction of such seller, director, officer, participating person or controlling person Investor expressly for use in the preparation thereoftherein; provided, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a)however, that the Company in no event shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification Investor’s liability pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) 2.08 in respect of the liability of each seller hereunder shall be limited offering to the proportion of any which such loss, claim, damagedamages, liability liabilities, judgments, actions or expense which is expenses relate exceed an amount equal to the proportion that the public offering price of the shares sold by proceeds to such seller under such registration statement bears to the total public offering price Investor (after deduction of all securities sold thereunder, but not in any event to exceed Underwriters’ discounts and commissions) from such offering less the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless amount of any investigation made damages which such Investor has otherwise been required to pay by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer reason of such securities by such sellersinformation. (c) Promptly after receipt by an indemnified party of notice of the commencement of In case any claim, action or proceeding (including any governmental investigation) is instituted involving a claim referred any Person in respect of which indemnity may be sought pursuant to in the preceding subdivisions of this Section 62.08(a) or Section 2.08(b), such Person (hereinafter called the “indemnified party will, if a claim in respect thereof is to party”) will (i) promptly notify the Person against whom such indemnity may be made against an sought (hereinafter called the “indemnifying party”) in writing; provided, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVERhowever, that the failure of any indemnified party to give such notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of pursuant to this Section 6 Agreement except to the extent that the such indemnifying party's liabilities and obligations under this Section 6 are increased as a result of party has been prejudiced in any material respect by such failure to give notice. In case any such action is brought against an indemnified party, and (ii) permit the indemnifying party shall be entitled to participate in and to assume the defense thereofof such claim, jointly with any other indemnifying party similarly notified, to the extent that it may wish, action or proceeding with counsel reasonably satisfactory to the indemnified party to represent the indemnified party (in which case, indemnifying party shall pay the fees and disbursements of such counsel related to such claim, action or proceeding). In any such claim, action or proceeding, any indemnified party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (without prejudice to such indemnified party. After notice from ’s indemnity and other rights under the indemnifying party to such indemnified party of its election so to assume the defense thereofCharter, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof Bylaws and applicable Law, if any) unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (iiA) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel counsel, (B) the named parties to any such claim, action or proceeding (iiiincluding any impleaded parties) representation of such indemnified party by the counsel retained by include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel, with a copy provided to Parent, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicting interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to them, (C) the indemnifying party (in which case the indemnifying party shall not have the right has failed to direct assume the defense of such action on behalf of claim and employ counsel reasonably satisfactory to the indemnified party), or (D) any such, claim, action or proceeding is a criminal or regulatory enforcement action. No It is understood that the indemnifying party will consent not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the indemnified parties (in addition to entry any local counsel at any time for all such indemnified parties) and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (D) above reimbursement is sought and delivery of documentation of such fees and expenses. In the case of the retention of any judgment or enter into any settlement which does not include as an unconditional term thereof such separate firm for the giving indemnified parties, such firm will be designated in writing by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationparties. The indemnifying party shall will not be liable for any settlement of any claim, action or proceeding effected without the its written consent of such indemnifying party, such (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there be has been a final non-appealable judgment for the plaintiff, the indemnifying party agrees to indemnify each the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 2.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party has not reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such reimbursement prior to the date of such settlement. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding (i) in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding or (ii) which involves the imposition of equitable remedies on the indemnified party or the imposition of any obligation on the indemnified party, other than as a result of the imposition of financial obligations for which the indemnified person will be indemnified hereunder and provides for no admission of wrongdoing on the part thereof. (d) Indemnification similar to that specified If the indemnification provided for in this Section 6 2.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to in this Section 2.08, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, judgments, actions or expenses (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate modificationsto reflect not only the relative fault referred to in clause (i) but also the relative benefit of ▇▇▇▇▇▇, on the one hand, and the Investors, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, judgments, actions or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above will be deemed to include, subject to the limitations set forth in Section 2.08(c), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (e) The parties agree that it would not be just and equitable if contribution pursuant to Section 2.08(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 2.08(d). No Person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of Section 2.08(d) and this Section 2.08(e), each Investor’s liability pursuant to Section 2.08(d) in respect of the offering to which such loss, claim, damages, liabilities, judgments, actions or expenses relate shall be given not exceed an amount equal to the proceeds to such Investor (after deduction of all Underwriters’ discounts and commissions) from such offering less the amount of any damages which such Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Each Investor’s obligation to contribute pursuant to this Section 2.08 is several in proportion to the Company and each seller respective number of Registrable Securities held by such Investor hereunder and not joint. (f) For purposes of this Section 2.08, each Indemnified Person shall have the same rights to contribution as such Investor, and each officer, Director and Person, if any, who controls Parent within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as Parent, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 2.08, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 2.08 or otherwise except to the extent that it has been prejudiced in any material respect by such failure. No party shall be liable for contribution with respect to any required registration action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld. (g) If indemnification is available under this Section 2.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Section 2.08(a) and Section 2.08(b) without regard to the relative fault of said indemnifying party or indemnified party or any other qualification of such Registrable Securities under any federal equitable consideration provided for in Section 2.08(d) or state law or regulation or governmental authority other than the Securities ActSection 2.08(e).

Indemnification; Contribution. (a) In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages, liabilities and expenses, joint or several, to which such holder or any such director or officer or participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellers. Anything contained herein to the contrary notwithstanding, the maximum liability of each prospective seller in the case of each prospective seller shall be limited to an amount equal to the net proceeds actually received by such prospective seller from the sale of such Registrable Securities. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDEDprovided, HOWEVERhowever, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's rights are prejudiced, or liabilities and obligations under this Section 6 are increased increased, as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such party (which consent shall not to be unreasonably withheld or delayedwithheld), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Act.

Indemnification; Contribution. (a) In The Company shall indemnify, to the event fullest extent permitted by law, each holder of any registration of any securities of the Company under the Securities ActRegistrable Securities, the Company willits officers, directors, partners, employees and agents, if any, and hereby does, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each officer and director of each underwriter, each other person who participates as an underwriter in the offering or sale of such securities and each other personPerson, if any, who controls such holder or any such underwriter within the meaning of Section 15 of the Securities Act Act, against any all losses, claims, damages, liabilities (or proceedings in respect thereof) and expensesexpenses (under the Securities Act or common law or otherwise), joint or several, to which such holder or resulting from any such director or officer or participating or controlling person may become subject under violation by the Company of the provisions of the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Act, or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated caused by reference therein, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or (zproceedings in respect thereof) or expenses are caused by any violation untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Company by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article II is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any securities lawsholder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article II is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company will reimburse agrees to indemnify such holder underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with investigating or defending any such loss, claim, liability, action or proceedingrespect to the indemnification of the holders of Registrable Securities; PROVIDED, HOWEVER, provided that the Company shall not be liable required to indemnify any sellersuch underwriter, director, or any officer, participating person director or controlling person in employee of such underwriter or any Person who controls such case underwriter within the meaning of Section 15 of the Securities Act, to the extent that any such the loss, claim, damage, liability (or action or proceeding proceedings in respect thereof) or expense arises out for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or is based upon supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission made 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 amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus a reasonable time prior to such written confirmation. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by such holder expressly for use therein; provided that such holder's obligations hereunder shall be limited to an amount equal to the net proceeds to such holder of the Registrable Securities sold pursuant to such registration statement. (c) Any Person entitled to indemnification under the provisions of this Section 2.7 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article II shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such preliminary prospectusindemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to such claim. (d) If for any reason the foregoing indemnity is unavailable, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished then the indemnifying party shall contribute to the Company in an instrument executed amount paid or payable by or under the direction indemnified party as a result of such sellerlosses, directorclaims, officerdamages, participating person liabilities or controlling person for use expenses in such proportion as is appropriate to reflect the preparation thereofrelative fault of such indemnifying party on the one hand and the indemnified party on the other. Notwithstanding the foregoing, which information no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under Section 2.7(b) was specifically stated available. No Person guilty 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. The obligation of any Person to contribute pursuant to this Section 2.7 shall be several and not joint. (e) An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 2.7 to or for use the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in the registration statement, prospectus, offering circular or other document. Such indemnity this Section 2.7 shall remain in full force and effect regardless of any investigation made by or on behalf of such seller a participating holder of Registrable Securities, its officers, directors, agents or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other personPerson, if any, who controls the Company within the meaning of the Securities Actsuch holder as aforesaid, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellers. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modifications) shall be given by the Company and each seller Transfer of Registrable Securities with respect to by such holder and the termination of this Agreement for any required registration or other qualification of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actreason.

Indemnification; Contribution. (a) In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does, agrees to indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3, the holder of any Registrable Securities (i) each Holder covered by such registration statementany Registration Statement, its directors and officers, each officer and director of each underwriter, (ii) each other person Person who participates as an underwriter in the offering or sale of such securities and securities, (iii) each other personPerson, if any, who controls such holder or any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any such Holder or underwriter (any of the Persons referred to in this clause (iii) being hereinafter referred to as a "controlling Person"), and (iv) the respective officers, directors, partners, employees, representatives and agents of any such Holder or underwriter or any controlling Person (any Person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an "indemnified Person"), to the fullest extent lawful, from and against any and all losses, claims, 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 holder or any such director or officer or participating or controlling person indemnified Person may become subject under either Section 15 of the Securities Act or Section 20 of the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings or investigations in respect thereof) Claims arise out of or are based upon (x) upon, or are caused by any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus Registration Statement or Prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus or summary prospectus included therein, or any amendment or supplement thereto), or any document incorporated by reference therein, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any a violation by the Company of the Securities Act or any state securities lawslaw, and or any rule or regulation promulgated under the Company will reimburse such holder and each such directorSecurities Act or any state securities law, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending law applicable to the Company relating to any such lossregistration or qualification, claimexcept insofar as such losses, liabilityclaims, action damages, liabilities, judgments or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in expenses of any such case to the extent that indemnified Person; (x) are caused by any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made that is based upon information relating to such indemnified Person furnished in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished writing to the Company in an instrument executed by or under the direction on behalf of any of such seller, director, officer, participating person or controlling person indemnified Person expressly for use therein; (y) with respect to the preliminary Prospectus, result from the fact that such Holder sold Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus, as amended or supplemented, if the Company shall have previously furnished copies thereof to such Holder in accordance with this Agreement and said Prospectus, as amended or supplemented, would have corrected such untrue statement or omission; or (z) as a result of the preparation thereofuse by an indemnified Person of any Prospectus when, which information upon receipt of a notice from the Company of the existence of any fact of the kind described in Section 2.3(b)(iv), the indemnified Person or the related Holder was specifically stated not permitted to be for use in the registration statement, prospectus, offering circular or other documentdo so. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person indemnified Person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellers. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give noticeHolder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled brought or asserted against any of the indemnified Persons with respect to participate in which indemnity may be sought against the Company, such indemnified Person shall promptly notify the Company and to the Company shall assume the defense thereof, jointly with . Such indemnified Person shall have the right to employ separate counsel in any other indemnifying party similarly notified, such action and to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume participate in the defense thereof, but the indemnifying party fees and expenses of such counsel shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by at the expense of the indemnified party in connection with the defense thereof Person unless (i) the indemnifying party employment of such counsel shall have failed to retain counsel for been specifically authorized in writing by the indemnified party as aforesaidCompany, (ii) the indemnifying party and the indemnified party Company shall have mutually agreed failed to assume the retention of such counsel defense and employ counsel, or (iii) representation of the named parties to any such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and action (including any other person represented by such counsel in such proceeding or implied parties) include both the indemnified party Person and the Company and the indemnified Person shall have reasonably concluded been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party Company (in which case the indemnifying party Company shall not have the right to direct assume the defense of such action on behalf of the indemnified partyPerson). No indemnifying party will consent , it being understood, however, that the Company shall not, in connection with such action or similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to entry of any judgment or enter into local counsel) at any settlement time for all the indemnified Persons, which does not include as an unconditional term thereof the giving firm shall be (x) designated by the claimant or plaintiff to such indemnified party of a release from all liability in respect Persons; and (y) reasonably satisfactory to such claim or litigationthe Company. The indemnifying party Company shall not be liable for any settlement of any such action or proceeding effected without the Company's prior written consent, which consent of such indemnifying partyshall not be withheld unreasonably, such consent not to be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for and the plaintiff, the indemnifying party Company agrees to indemnify each and hold harmless any indemnified party Person from and against any loss 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 Person, settle or compromise or consent to the entry of judgment on or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each indemnified Person from all liability arising out of such action, claim litigation or proceeding. (b) Each Holder of Restricted Securities covered by any Registration Statement agrees, severally and not jointly, 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, 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 such 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 Purchaser from the sale or other disposition of his or 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 a Holder of Restricted Securities covered by any Registration Statement, such Holder shall have the rights and duties given the Company in Section 2.7(a) (except that the Holder may but shall not be required to assume the defense thereof), and the Company or its directors or officers or such controlling Person shall have the rights and duties given to each Holder by Section 2.7(a). (c) If the indemnification provided for in this Section 2.7 is unavailable to an indemnified party under Section 2.7(a) or (b) (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments or expenses referred to therein, then each applicable indemnifying party (in the case of the Holders severally and not jointly), in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims damages, liabilities, judgments or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holder on the other hand from sale of Restricted Securities, or (ii) if such allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and such Holder 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 Company on the one hand and of such Holder on the other 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 Company or by such Holder and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The 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 2.7(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 each Holder of Restricted Securities covered by any Registration Statement agree that it would not be just and equitable if contribution pursuant to this Section 2.7(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 2.7(c), no Holder (and none of its related indemnified Persons) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the dollar amount of proceeds received by such Holder upon the sale of the Restricted Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such settlement untrue statement or judgment. omission or alleged omission. No Person guilty of fraudulent misrepresentations (dwithin the meaning of Section 11(f) Indemnification similar of the Securities Act) shall be entitled to that specified contribution from any Person who was not guilty of such fraudulent misrepresentation. The indemnity and contribution provisions contained in this Section 6 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect 2.7 are in addition to any required registration or other qualification of such Registrable Securities under any federal or state law or regulation or governmental authority other than liability which the Securities Actindemnifying Person may otherwise have to the indemnified Persons referred to above.

Indemnification; Contribution. (a) In the event of any registration of any securities of the Company under the Securities Act, the Company will, Agilent and hereby does, World Trade jointly and severally agree to indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2 or 3▇▇▇▇▇▇▇ ▇▇▇▇▇ and its affiliates, the holder of any Registrable Securities covered by such registration statementdirectors, its directors and officers, employees, agents and controlling persons (▇▇▇▇▇▇▇ ▇▇▇▇▇ and each officer and director of each underwriter, each such other person who participates as being an underwriter in the offering or sale of such securities “Indemnified Party”) from and each other person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act against any and all losses, claims, damages, liabilities damages and expensesliabilities, joint or several, to which such holder or any such director or officer or participating or controlling person may become Indemnified Party becomes subject under the Securities Act any applicable law, or otherwise, insofar as such losses, claims, damages, liabilities otherwise related to or expenses (or actions or proceedings or investigations in respect thereof) arise arising out of or are based upon in connection with (xa) any Refinancing or any other transaction contemplated by this Agreement and (b) any untrue statement or alleged untrue statement of any a material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus information (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus whether oral or summary prospectus included therein, written) or documents furnished or made available by World Trade or Agilent or any amendment of their affiliates or supplement theretothe relevant issuer or obligor under any Refinancing, directly or through ▇▇▇▇▇▇▇ ▇▇▇▇▇, to any holder of securities placed or underwritten by ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any document incorporated by reference therein, of its affiliates in connection with any Refinancing or (y) any otherwise contemplated pursuant to this Agreement or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (z) any violation by in light of the Company of any securities lawscircumstances under which they were made; provided, and the Company will reimburse such holder and each such director, officer, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, HOWEVERhowever, that neither Agilent nor World Trade shall be liable, in the Company shall not be liable to any sellercase of this clause (b), director, officer, participating person or controlling person in any such case to the extent that any such losslosses, claimclaims, damage, liability (damages or action or proceeding in respect thereof) or expense arises liabilities arise out of or is are based upon an on such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein in reliance upon and in conformity with written information relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇ (or the relevant affiliate thereof) furnished to the Company in an instrument executed Agilent or World Trade by or under the direction of such seller, director, officer, participating person or controlling person ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use therein. In no event shall Agilent or World Trade be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. 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 thereof, which information was specifically stated for or defense of any pending or threatened claim or any action or proceeding arising from any of the matters referred to be for use in the registration statementpreceding sentence, prospectuswhether or not such Indemnified Party is a party and whether or not such claim, offering circular action or other document. Such indemnity shall remain in full force and effect regardless of any investigation made proceeding is initiated or brought by or on behalf of such seller World Trade or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities Agilent or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities relevant issuer or whether or not resulting in any registration statement filed pursuant to Section 2(a), that the Company liability. Neither Agilent nor World Trade shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such sellers or their underwriters specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the obligation to provide indemnification pursuant to this Section 6(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellers. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other person represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the its written consent of such indemnifying party, such consent not to be unreasonably withheld or delayedconsent, but if settled with such consent or if there shall be a final judgment for the plaintiff, the indemnifying party agrees Agilent and World Trade jointly or severally agree to indemnify each indemnified party the Indemnified Party from and against any loss or liability by reason of 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 liability in connection with the transactions described in or contemplated by this Agreement. Neither Agilent nor World Trade shall be liable to an Indemnified Party under clause (da) Indemnification similar of the foregoing indemnification provision to the extent that specified any loss, 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. If the indemnification of an Indemnified Party provided for in this Agreement is for any reason held unenforceable, Agilent and World Trade jointly and severally agree to contribute to the losses, claims, damages or liabilities for which such indemnification is held unenforceable (a) in such proportion as is appropriate to reflect the relative benefits to World Trade and Agilent, on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the other hand, of any Refinancing, or (b) (but only if) the allocation provided for in clause (a) is for any reason prohibited by law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) but also World Trade and Agilent’s relative fault, on the one hand, and the relative fault of ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the other hand, as well as any other relevant equitable considerations. Agilent and World Trade jointly and severally agree that for the purposes of this paragraph the relative benefits to World Trade and Agilent, on the one hand, and to ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the other hand, shall be deemed to be in the same proportion that the total value received or contemplated to be received by World Trade and/or Agilent in any Refinancing bears to the fees paid or to be paid to ▇▇▇▇▇▇▇ ▇▇▇▇▇ under any commitment letter or engagement letter, as the case may be, with respect to such Refinancing; provided, however, that, to the extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute in respect of a specific transaction an aggregate amount in excess of the fees actually paid in such transaction to ▇▇▇▇▇▇▇ ▇▇▇▇▇. The foregoing contribution agreement shall be in addition to any rights that any Indemnified Party may have at common law or otherwise. No investigation or failure to investigate by any Indemnified Party shall impair the foregoing indemnification and contribution agreement or any other right an Indemnified Party may have. Agilent and World Trade jointly and severally agree that, without ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ prior written consent, neither World Trade nor Agilent nor any of their affiliates or subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions of this Agreement (whether or not ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (a) includes an unconditional written release, in form and substance satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇▇ and each Indemnified Party, from all liability arising out of such claim, action or proceeding and (b) does not include any statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any 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 of its subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, 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 its legal counsel. In the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇ (or an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇) acts as underwriter or placement agent in connection with a Securities Offering or any other offering of securities contemplated under Section 4(d) hereof or acts as arranger under any credit facilities or any other financing contemplated under Section 4(d) hereof, the indemnification and contribution provisions set forth in the related placement agreement, underwriting agreement or credit facilities, as the case may be, shall supersede and replace the provisions of this Section 6 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Actin all respects.