Common use of Indemnification of the Placement Agent Clause in Contracts

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of the Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquity) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of the Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquityXxxx Capital) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expense, as incurredliability, to which such which, jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, amendments thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, any Preliminary Prospectus or the Prospectus Supplement Prospectus, or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Common Stock (or any amendment or supplement thereto“Marketing Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such the Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon (x) any untrue statement or alleged untrue statement of a material fact contained in or omission omitted from the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus, or alleged omission made any such amendment or supplement, or in any Marketing Materials, in reliance upon and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company by any Placement Agent expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 7) or (y) the matter described under the caption “Risk Factors—We may have a contingent liability arising out of a possible violation of Section 5 of the Securities Act of 1933 in connection with the distribution of a management presentation to prospective purchasers of our common stock” in the Registration Statement, Preliminary Prospectus and the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto)Prospectus.

Indemnification of the Placement Agent. The Company agrees Offerors agree, on a joint and several basis, to indemnify indemnify, defend and hold harmless the Placement Agent, each of its officers respective directors, officers, employees and employeesagents, and each person, if any, who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which such jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other Canadian, federal or state statutory law or regulation, or at the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheldTrust), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; misleading or (iii) any untrue statement or alleged untrue statement of any material fact contained in whole any audio or in part upon any inaccuracy in visual materials provided to Investors by or with the representations and warranties approval of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of Trust or based upon written information furnished by or on behalf of the Trust with its approval including, without limitation, slides, videos, films or tape recordings used in any matter covered road show or investor presentations made to investors by clause the Trust (whether in person or electronically) or in connection with the marketing of the Receipts; and in the case of (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such the Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in reliance upon omitted from, and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company by any Placement Agent Trust expressly for use in therein, which information the Registration Statement, parties hereto agree is limited to the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto)Placement Agent Information.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expense, as incurredliability, to which such which, jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, Statement or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or and, in the case of (i) and (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that to promptly reimburse the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission omitted from any Base Prospectus, Prospectus Supplement or alleged omission made the Time of Sale Prospectus in reliance upon and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company by any Placement Agent expressly for use therein or (iii) any untrue statement or alleged untrue statement made by the Company in the Registration Statement, the Base Prospectus Section 3 hereof or the Prospectus Supplement (failure by the Company to perform when and as required any agreement or any amendment or supplement thereto)covenant contained herein.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless each of the Placement Agent, its officers respective directors and employeesofficers, and each person, if any, who controls the such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which jointly or severally, such Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in reliance upon omitted from, and in conformity with written information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company by any Placement Agent expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information or (iii) any untrue statement or alleged untrue statement of any material fact contained in the Registration StatementCompany’s investor presentation slides in the form furnished by the Company under Form 8-K on October 17, 2013. Notwithstanding the foregoing, the Base Prospectus Company will not be liable to the Placement Agent pursuant to this Section 6(a) to the extent that any such loss, damage, claim or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Prospectus Supplement (Placement Agent’s willful misconduct or any amendment or supplement thereto)gross negligence.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless each of the Placement Agent, its officers respective directors and employeesofficers, and each person, if any, who controls the such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which jointly or severally, such Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus any Preliminary Prospectus, or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in reliance upon omitted from, and in conformity with written information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company by any Placement Agent expressly for use therein, or (iii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the Registration Statementapproval of the Company including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by the Base Prospectus Company (whether in person or electronically) or in connection with the Prospectus Supplement (or any amendment or supplement thereto)marketing of the Securities.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, any person who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Exchange Act successors and assigns of all of the foregoing persons from and against any loss, claimdamage, damageexpense, liability or expenseclaim (including the reasonable cost of investigation) which, as incurredjointly or severally, to which such the Placement Agent or any such controlling person may become subject, incur under the 1933 Act, the Exchange 1934 Act, or other federal or state statutory law or regulation, or at the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld)otherwise, insofar as such loss, claimdamage, damageexpense, liability or expense (or actions in respect thereof as contemplated below) claim arises out of or is based: (i) based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, Preliminary Offering Memorandum or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement Final Offering Memorandum (or any amendment or supplement thereto), or the arises out of or is based upon any omission or alleged omission therefrom of to state a material fact required to be stated in any Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto) or necessary in order to make the statements thereinmade therein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in any such Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto) or necessary to make such information not misleading. If any action, suit or proceeding (together, a "Proceeding") is brought against the Placement Agent or any such person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Placement Agent or such person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to the Placement Agent or any such person or otherwise. The Placement Agent or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances under circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which they were madeare different from, not misleading; or (iii) in whole additional to or in part upon any inaccuracy conflict with those available to the Company (in which case the representations and warranties Company shall not have the right to direct the defense of such Proceeding on behalf of the Company contained herein; indemnified party or (iv) parties), in whole or in part upon any failure of which events such fees and expenses shall be borne by the Company to perform its obligations hereunder or under law; or and paid as incurred (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection withit being understood, or relating in any manner tohowever, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause for the expenses of more than one separate counsel (vin addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the extent that a court written consent of competent jurisdiction shall have determined by a final judgment that such lossthe Company, claim, damage, liability or action resulted directly from any such acts or failures the Company agrees to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; indemnify and to reimburse such hold harmless the Placement Agent and each any such controlling person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any and all expenses settlement of any Proceeding effected without its written consent if (including the reasonable fees and disbursements of counsel chosen by ThinkEquityi) as such expenses are reasonably incurred settlement is entered into more than 60 business days after receipt by such Placement Agent or indemnifying party of the aforesaid request, (ii) such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement indemnifying party shall not apply to any loss, claim, damage, liability or expense have reimbursed the indemnified party in accordance with such request prior to the extentdate of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, but only without the prior written consent of the indemnified party, effect any settlement of 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 includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to the extentact, arising out by or on behalf of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto)such indemnified party.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, who controls the such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which such jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such the Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in reliance upon omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 7), (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished to by or on behalf of the Company with its approval including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by any Placement Agent expressly for use the Company (whether in person or electronically) or in connection with the Registration Statement, marketing of the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto)Securities.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless each of the Placement Agent, its officers respective directors and employeesofficers, and each person, if any, who controls the such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which jointly or severally, such Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the laws or regulations of foreign jurisdictions where Shares have been offered or sold, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus any Preliminary Prospectus, any Issuer Free Writing Prospectus, any road show (as defined in Rule 433) or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in reliance upon omitted from, and in conformity with written information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company by any Placement Agent expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement theretoSection 7).

Indemnification of the Placement Agent. The Company agrees to shall indemnify and hold harmless the Placement Agent, its officers and the directors, officers, employees, counsel and agents of the Placement Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Act and or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Placement Agent they, or such controlling person any of them, may become subject, subject under the Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is based: are based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C, as applicable, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection withprovided, or relating in any manner tohowever, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquity) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that damage arises from the foregoing indemnity agreement shall not apply sale of the Units to any lossInvestor, claim, damage, liability or expense to the extent, but only to the extent, arising out of or is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Placement Agent furnished in writing to the Company by any the Placement Agent expressly for use inclusion in the Registration Statement, the Base any Issuer Free Writing Prospectus or the Prospectus Supplement and is found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Placement Agent’s willful misconduct or gross negligence in performing the services described herein. This indemnity agreement will be in addition to any amendment liability that the Company might otherwise have to any indemnified party under this engagement letter or supplement thereto)otherwise.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of the Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquityJxxxxx Xxxxxx) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the each Placement Agent, its officers and employees, and each person, if any, who controls the each Placement Agent within the meaning of the Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquityXxxxxxxxx Xxxxxxxx) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, who controls the such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which such jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such the Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in reliance upon omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 7 hereof), (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished by or on behalf of the Company with its approval including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by the Company (whether in person or electronically) or in connection with the marketing of the Securities. Notwithstanding the foregoing, the Company will not be liable to the Company by any Placement Agent expressly for use pursuant to this Section 6(a) to the extent that any such loss, damage, claim or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Registration Statement, the Base Prospectus Placement Agent’s willful misconduct or the Prospectus Supplement (or any amendment or supplement thereto)gross negligence.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of the Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith faith, willful misconduct or willful misconductgross negligence; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitythe Placement Agent) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its officers and affiliates, directors, officers, employees, agents and each person, if any, who controls the such Placement Agent within the meaning of Section 15 of the Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Placement Agent or such controlling person may become subject, under the Act, Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities, joint or several (including, without limitation, reasonable fees of outside legal counsel and other federal expenses reasonably incurred in connection with any suit, action or state statutory law proceeding or regulationany claim asserted, as such fees and expenses are incurred) that arise out of, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , except insofar as such losses, claims, damages or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection withliabilities arise out of, or relating in are based upon, any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquity) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written any information furnished to the Company in writing by any the Placement Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Placement Agent consists of the information described as such in subsection (b) below; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the Placement Agent to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial sale by the Placement Agent and any such loss, claim, damage or liability of or with respect to such Placement Agent results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Registration StatementProspectus unless, the Base Prospectus or in either case, such failure to deliver the Prospectus Supplement (or any amendment or supplement thereto)was a result of non-compliance by the Company with the provisions of Section 4 hereof.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of the Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any the Placement Agent in connection with, or relating in any manner to, the Securities or the offering Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any such Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by ThinkEquitythe Placement Agent) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any such Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to shall indemnify and hold harmless the Placement Agent, its officers and the directors, officers, employees, and agents of the Placement Agent and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Act and or Section 20 of the Exchange Act from and against any lossand all losses, claimclaims, damageliabilities, liability expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or expenseproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, as incurredor otherwise, or any claim asserted), to which such Placement Agent they, or such controlling person any of them, may become subject, subject under the Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld)otherwise, insofar as such losslosses, claimclaims, damageliabilities, liability expenses or expense (or actions in respect thereof as contemplated below) arises damages arise out of or is based: are based on (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement (or any amendment thereto, ) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus any preliminary prospectus supplement or the Prospectus Supplement (or any amendment or supplement thereto), ) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection withprovided, or relating in any manner tohowever, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquity) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that damage arises from the foregoing indemnity agreement shall not apply sale of the Shares in the public offering to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or person and is based upon any on an untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon on and in conformity with written information relating to the Placement Agent furnished in writing to the Company by any the Placement Agent expressly for use inclusion in the Registration Statement, the Base Prospectus any preliminary prospectus or the Prospectus Supplement (Prospectus. If multiple claims are brought against the Placement Agent, the directors, officers and employees of the Placement Agent and any person, if any, who controls the Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, in an arbitration proceeding, and indemnification is permitted under applicable law and is provided for under this Agreement with respect to at least one such claim, the Company agrees that any arbitration award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for, except to the extent the arbitration award expressly states that the award, or any amendment or supplement thereto)portion thereof, is based solely on a claim as to which indemnification is not available. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates, directors, officers and employees, and agents who have or who are alleged to have participated in the distribution of the Securities as Placement Agent and each person, if any, person who controls the Placement Agent within the meaning of either the Act and or the Exchange Act against any lossand all losses, claimclaims, damagedamages or liabilities, liability joint or expense, as incurredseveral, to which such Placement Agent they or such controlling person any of them may become subject, subject under the Act, the Exchange Act, Act or other federal Federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld)otherwise, insofar as such losslosses, claimclaims, damage, liability damages or expense liabilities (or actions in respect thereof as contemplated belowthereof) arises arise out of or is based: (i) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereto, thereof or supplement thereto or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; , and agrees to reimburse each such indemnified party, as incurred, for any legal or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act other expenses reasonably incurred by any Placement Agent them in connection with, with investigating or relating in defending any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquity) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall Company will not apply be liable in any such case to the extent that any such loss, claim, damage, damage or liability or expense to the extent, but only to the extent, arising arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished the Placement Agent Information. This indemnity agreement will be in addition to any liability which the Company by any Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto)may otherwise have.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless each of the Placement Agent, its officers respective directors and employeesofficers, and each person, if any, who controls the such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which jointly or severally, such Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the laws or regulations of foreign jurisdictions (including, without limitation, Israel) where Securities have been offered or sold, the common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus any Preliminary Prospectus, any Issuer Free Writing Prospectus, any road show (as defined in Rule 433) or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in reliance upon omitted from, and in conformity with written information concerning such Placement Agent furnished in writing by or on behalf of such Placement Agent to the Company by any Placement Agent expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement theretoSection 7).

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, who controls the such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which such jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such the Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 7), (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or omission the failure by the Company to perform when and as required any agreement or covenant contained herein, or (iv) any untrue statement or alleged omission made untrue statement of any material fact contained in reliance any audio or visual materials (x) provided to Investors by or with the written approval of the Company or (y) based upon and in conformity with written information furnished to by or on behalf of the Company with its approval and provided to Investors by or with the written approval of the Company including, without limitation, slides, videos, films or tape recordings used in any Placement Agent expressly for use road show or investor presentations made to investors by the Company (whether in person or electronically) in connection with the Registration Statement, marketing of the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto)Shares.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of the Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith faith, willful misconduct or willful misconductgross negligence; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitythe Placement Agent) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any the Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, who controls the such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which such jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such the Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in reliance upon omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information, (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished to by or on behalf of the Company including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by any Placement Agent expressly for use the Company (whether in person or electronically) or in connection with the Registration Statement, marketing of the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto)Securities.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expense, as incurredliability, to which such which, jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, Statement or the omission or Cardium Therapeutics, Inc. alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, Prospectus Supplement or the Time of Sale Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or and, in the case of (i) and (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that to promptly reimburse the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission omitted from any Base Prospectus, Prospectus Supplement or alleged omission made the Time of Sale Prospectus in reliance upon and in conformity with written information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company by any Placement Agent expressly for use therein or (iii) any untrue statement or alleged untrue statement made by the Company in the Registration Statement, the Base Prospectus Section 3 hereof or the Prospectus Supplement (failure by the Company to perform when and as required any agreement or any amendment or supplement thereto)covenant contained herein.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, who controls the such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which such jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such the Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement of a material fact contained in or omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 7 ), (iii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or omission the failure by the Company to perform when and as required any agreement or covenant contained herein, or (iv) any untrue statement or alleged omission made untrue statement of any material fact contained in reliance any audio or visual materials (x) provided to Investors by or with the written approval of the Company or (y) based upon and in conformity with written information furnished to by or on behalf of the Company with its approval and provided to Investors by or with the written approval of the Company including, without limitation, slides, videos, films or tape recordings used in any Placement Agent expressly for use road show or investor presentations made to investors by the Company (whether in person or electronically) in connection with the Registration Statement, marketing of the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto)Shares.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, who controls the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expense, as incurredliability, to which such which, jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, Statement or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or and, in the case of (i) and (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that to promptly reimburse the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such the Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission omitted from any Preliminary Prospectus, any Issuer Free Writing Prospectus or alleged omission made the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information, (iii) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished to by or on behalf of the Company including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by any Placement Agent expressly for use the Company (whether in person or electronically) or in connection with the Registration Statement, marketing of the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto)Securities.

Indemnification of the Placement Agent. The Company agrees to indemnify indemnify, defend and hold harmless the Placement Agent, its officers directors and employeesofficers, and each person, if any, who controls the such Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the Exchange Act successors and assigns of all of the foregoing persons, from and against any loss, claim, damage, liability claim or expenseliability, as incurredwhich, to which such jointly or severally, the Placement Agent or any such controlling person may become subject, subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at the common law or otherwise otherwise, (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, claim or liability or expense (or actions in respect thereof as contemplated below) arises out of or is basedbased upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, thereto or the omission or alleged omission therefrom of to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy and, in the representations and warranties case of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), ) and (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such the Placement Agent and each such controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquitycounsel) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising it arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in or omission or alleged omission made in reliance upon omitted from, and in conformity with information concerning the Placement Agent furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, which information the parties hereto agree is limited to the Placement Agent Information (as defined in Section 6), (iii) any untrue statement or alleged untrue statement made by the Company in Section 2 and/or Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iv) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided to Investors by or with the approval of the Company or based upon written information furnished to by or on behalf of the Company with its approval including, without limitation, slides, videos, films or tape recordings used in any road show or investor presentations made to investors by any Placement Agent expressly for use the Company (whether in person or electronically) or in connection with the Registration Statement, marketing of the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto)Shares.

Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its officers and employees, and each person, if any, who controls the Placement Agent within the meaning of the Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Placement Agent or such controlling person may become subject, under the Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by any Placement Agent in connection with, or relating in any manner to, the Securities Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i), (ii), (iii) or (iv) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by any Placement Agent through its bad faith or willful misconduct; and to reimburse such Placement Agent and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by ThinkEquityXxxxxxxxx Xxxxxxxx) as such expenses are reasonably incurred by such Placement Agent or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Placement Agent expressly for use in the Registration Statement, the Base Prospectus or the Prospectus Supplement (or any amendment or supplement thereto).