Common use of Company Indemnification Clause in Contracts

Company Indemnification. The Company will indemnify and hold harmless Canaccord and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use therein.

Company Indemnification. The Company will indemnify and hold harmless Canaccord each Holder, and each personHolder’s officers, if anydirectors, who controls Canaccord members, governors, employees, partners, legal counsel, and accountants, and each person controlling such Holder within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 20 1, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Exchange Securities Act, insofar as such lossesany underwriter, against all expenses, claims, damages or losses, damages, and liabilities (or actions actions, proceedings, or settlements in respect thereofof such expenses, claims, losses, damages, and liabilities) arise arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any prospectus, offering circular, or other document (including any related registration statement, notification, or similar document) incident to any such registration, qualification, or compliance, or based on any omission (or any amendments thereto), the Prospectus (or any amendment or supplement theretoalleged omission) or the Disclosure Package or (ii) the omission or alleged omission to state therein in such document a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein in such document or necessary to make the statements therein in such document not misleading and (b) in misleading, or any violation by the case Company of the Prospectus Securities Act and any applicable state securities laws or any supplement thereto rule or regulation under the Disclosure Package necessary Securities Act or state securities laws applicable to make the statements therein, in light Company and relating to action or inaction required of the circumstances Company in which they were madeconnection with any such registration, not misleadingqualification, or compliance, and will reimburse Canaccord each such Holder, and each of such Holder’s officers, directors, partners, legal counsel, and accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord in connection with investigating and defending or defending settling any such action claim, loss, damage, liability, or claim as such expenses are incurredaction; provided, however, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability, or liabilities arise expense arises out of or are is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance based upon and in conformity with written information furnished to the Company by such Holder or underwriter and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use thereinin such document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 1.5(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the Company’s consent (which consent will not be unreasonably withheld, delayed or conditioned).

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Selling Holder, its partners, directors and officers and each personother Person, if any, who controls Canaccord such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person being a “Covered Person”) against any losses, claims, damages or liabilities, joint or several, to which Canaccord or such controlling person Covered Person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (ia) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) or the Disclosure Package to such Registration Statement or (iib) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (b) in the case of the Prospectus Company will reimburse such Covered Person for any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such Covered Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable to any Covered Person in any such case (x) to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (or prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such Covered Person specifically for use thereinin the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act.

Company Indemnification. The Company will agrees to indemnify and hold harmless Canaccord the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or liabilitiesproceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Canaccord the Sales Agent, or any such controlling person person, may become subject, subject under Section 15 of the Securities Act, the Exchange Act or Section 20 of the Exchange Actother federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages or liabilities (or actions in respect thereof) arise out of or are based upon based, directly or indirectly, on (ix) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) thereto or the Disclosure Package or in any Issuer Free Writing Prospectus, (iiy) the omission or alleged omission to state therein in any such document a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein in it or necessary to make the statements therein in it not misleading and or (bz) in the case any breach by any of the Prospectus or indemnifying parties of any supplement thereto or the Disclosure Package necessary to make the statements thereinof their respective representations, warranties and agreements contained in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurredthis Agreement; provided, however, that the Company this indemnity agreement shall not be liable in any such case apply to the extent that any such lossesloss, claimsclaim, damages liability, expense or liabilities arise out damage arises from the sale of or are based upon the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by and through Canaccord as set forth in Section 10(b) below the Sales Agent expressly for use thereininclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company will indemnify and hold harmless Canaccord each Holder, and each personHolder’s officers, if anydirectors, who controls Canaccord partners, legal counsel, and accountants, and each person controlling such Holder within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 20 1, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Exchange Securities Act, insofar as such lossesany underwriter, against all expenses, claims, damages or losses, damages, and liabilities (or actions actions, proceedings, or settlements in respect thereofof such expenses, claims, losses, damages, and liabilities) arise arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any prospectus, offering circular, or other document (including any related registration statement, notification, or similar document) incident to any such registration, qualification, or compliance, or based on any omission (or any amendments thereto), the Prospectus (or any amendment or supplement theretoalleged omission) or the Disclosure Package or (ii) the omission or alleged omission to state therein in such document a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein in such document or necessary to make the statements therein in such document not misleading and (b) in misleading, or any violation by the case Company of the Prospectus Securities Act and any applicable state securities laws or any supplement thereto rule or regulation under the Disclosure Package necessary Securities Act or state securities laws applicable to make the statements therein, in light Company and relating to action or inaction required of the circumstances Company in which they were madeconnection with any such registration, not misleadingqualification, or compliance, and will reimburse Canaccord each such Holder, and each of such Holder’s officers, directors, partners, legal counsel, and accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord in connection with investigating and defending or defending settling any such action claim, loss, damage, liability, or claim as such expenses are incurredaction; provided, however, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability, or liabilities arise expense arises out of or are is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance based upon and in conformity with written information furnished to the Company by such Holder or underwriter and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use thereinin such document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 1.7(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the Company’s consent (which consent will not be unreasonably withheld).

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Selling Holder, its directors and officers and each personother Person, if any, who controls Canaccord such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person being a “Covered Person”) against any losses, claims, damages damages, liabilities and expenses (including reasonable attorney’s fees and expenses), joint or liabilitiesseveral, to which Canaccord or such controlling person Covered Person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) or expenses arise out of or are based upon (ia) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) or the Disclosure Package to such Registration Statement or (iib) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (b) in the case of the Prospectus Company will advance to such Covered Person as incurred any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such Covered Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable to any Covered Person in any such case (x) to the extent that any such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense arises out of or are is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such Covered Person specifically for use in the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or alleged untrue statement or omission or alleged omission was made contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the Registration Statement (final or any amendments thereto), the Prospectus (amended prospectus at or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished prior to the Company confirmation of the sale of the Registrable Shares to the person asserting any such loss, claim, damage, liability or expense in any case in which such delivery is required by and through Canaccord as set forth in Section 10(b) below expressly for use thereinthe Securities Act.

Company Indemnification. The To the extent permitted by Applicable Law, the Company will indemnify and hold harmless Canaccord the Investor, the partners, officers and directors of the Investor, any underwriter (as defined in the Securities Act) for the Investor and each personPerson, if any, who controls Canaccord the Investor or underwriter within the meaning of the Securities Act or the Exchange Act Act, against any losses, claims, damages damages, or liabilities, liabilities (joint or several) to which Canaccord or such controlling person they may become subject, subject under Section 15 of the Securities Act, the Exchange Act or Section 20 of the Exchange Actother federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (icollectively, a “VIOLATION”) an by the Company: (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (iiB) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein therein, or necessary to make the statements therein not misleading and misleading, or (bC) in any violation or alleged violation by the case Company of the Prospectus Securities Act, the Exchange Act, any state securities law or any supplement thereto rule or regulation promulgated under the Disclosure Package necessary to make Securities Act, the statements therein, Exchange Act or any state securities law in light of connection with the circumstances in which they were made, not misleading, offering covered by such registration statement; and the Company will reimburse Canaccord the Investor, partner, officer or director, underwriter or controlling Person for any reasonable documented legal or other expenses of counsel for Canaccord, and for other documented expenses as reasonably incurred by Canaccord them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, provided however, that the Company indemnity agreement contained in this Section 4.7(a)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such losses, claims, damages or liabilities arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use thereinin connection with such registration by the Investor, partner, officer, director, underwriter or controlling Person of the Investor.

Company Indemnification. (a) The Company will indemnify and hold harmless Canaccord and each underwriter of Registrable Shares, each other person, if any, who controls Canaccord such underwriter within the meaning of the Securities Act or the Exchange Act Act, and Infineon, including each of the officers and directors of such underwriters, such controlling persons, and Infineon, against any losses, claims, damages or liabilities, joint or several, to which Canaccord or such underwriter, such controlling person or Infineon may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) to such Registration Statement, or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (b) in the case of the Prospectus Company will reimburse such underwriter, such controlling person and Infineon for any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such underwriter, such controlling person or Infineon in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (Statement, preliminary prospectus or final prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such underwriter, such controlling person or Infineon specifically for use thereinin the preparation thereof.

Company Indemnification. The Company will indemnify the Purchaser (if Registrable Securities held by the Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord person controlling the Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (iA) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or (B) any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and in each case, the Company will reimburse the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (X) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 5.3(i)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Selling Holder, its partners, directors and officers and each personother Person, if any, who controls Canaccord such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person being a "Covered Person") against any losses, claims, damages or liabilities, joint or several, to which Canaccord or such controlling person Covered Person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (ia) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) or the Disclosure Package to such Registration Statement or (iib) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (b) in the case of the Prospectus Company will reimburse such Covered Person for any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such Covered Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable to any Covered Person in any such case (x) to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (or prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such Covered Person specifically for use thereinin the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act.

Company Indemnification. The To the extent permitted by Applicable Law, the Company will indemnify and hold harmless Canaccord the Investor, the partners, officers and directors of the Investor, any underwriter (as defined in the Securities Act) for the Investor and each personPerson, if any, who controls Canaccord the Investor or underwriter within the meaning of the Securities Act or the Exchange Act Act, against any losses, claims, damages damages, or liabilities, liabilities (joint or several) to which Canaccord or such controlling person they may become subject, subject under Section 15 of the Securities Act, the Exchange Act or Section 20 of the Exchange Actother federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (icollectively, a "VIOLATION") an by the Company: (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (iiB) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein therein, or necessary to make the statements therein not misleading and misleading, or (bC) in any violation or alleged violation by the case Company of the Prospectus Securities Act, the Exchange Act, any state securities law or any supplement thereto rule or regulation promulgated under the Disclosure Package necessary to make Securities Act, the statements therein, Exchange Act or any state securities law in light of connection with the circumstances in which they were made, not misleading, offering covered by such registration statement; and the Company will reimburse Canaccord the Investor, partner, officer or director, underwriter or controlling Person for any reasonable documented legal or other expenses of counsel for Canaccord, and for other documented expenses as reasonably incurred by Canaccord them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, provided however, that the Company indemnity agreement contained in this Section 4.7(a)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such losses, claims, damages or liabilities arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use thereinin connection with such registration by the Investor, partner, officer, director, underwriter or controlling Person of the Investor.

Company Indemnification. The Company will shall indemnify and hold harmless Canaccord such Holder, the officers and directors of such Holder and each underwriter of Registrable Shares (including any broker or dealer through whom Registrable Shares may be sold) and each person, if any, who controls Canaccord such Holder or any such underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act Act, from and against any and all losses, claims, damages, expenses or Section 20 liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the 1934 Act, or under any other statute or at common law or otherwise (and, except as hereinafter provided, shall reimburse such Holder and each of the Exchange Actunderwriters and each such officer, director and controlling person, if any, for any legal or other expenses incurred by them or any of them in connection with investigating or defending any action whether or not resulting in any liability) insofar as such losses, claims, damages or damages, expenses, liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement, under which such Registrable Shares were registered under the Registration Statement Securities Act, any preliminary prospectus or the definitive prospectus (or the registration statement or definitive prospectus as from time to time amended or supplemented by the Company or any amendments theretodocument incorporated by reference therein), the Prospectus (or any amendment arise out of or supplement thereto) or the Disclosure Package or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary in order to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any unless such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (such registration statement, preliminary prospectus or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, definitive prospectus in reliance upon and in conformity with written information furnished in writing to the Company in connection herewith by such Holder or such underwriter or such officer, director and through Canaccord controlling person, as set forth in Section 10(b) below the case may be, expressly for use therein; provided, however, that such indemnity, insofar as it relates to any preliminary prospectus, shall not inure to the benefit of any underwriter from whom the person asserting such loss, claim, damage or liability purchased any Registrable Shares which are the subject thereof (or to the benefit of any person controlling such underwriter), to the extent that such loss, claim, damage or liability arises out of the failure of such underwriter to send or give a copy of the final prospectus to such person at or prior to the written confirmation of the sale of such Registrable Shares to such person if such statement or omission was corrected in such final prospectus. Promptly after receipt by such Holder or any underwriter or any officer, director or person controlling such Holder or such underwriter of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder or such underwriter, as the case may be, shall notify the Company in writing of the commencement thereof, and the Company shall, subject to the provisions hereinafter stated, assume the defense of such action (including the employment of counsel for the indemnified persons (which shall be a separate counsel for each Holder, if requested by it), who shall be counsel satisfactory to such indemnified persons), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder and each such other indemnified person shall have the right to employ its own separate counsel in any such action in addition to any separate counsel referred to above and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company, the Company has failed to assume the defense or employ counsel satisfactory to such indemnified person, or the named parties to any such action (including any impleaded parties) include both such indemnified person and the Company (or an affiliate thereof), and such indemnified person shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company (or such affiliate) (in which case the Company shall not have the right to assume the defense of such action on behalf of such indemnified person). The Company shall not be liable to indemnify any person for any settlement of any such action effected without the Company's consent (which shall not be unreasonably withheld). The indemnity agreement contained in this Section 8(a) shall be in addition to any liability which the Company may otherwise have and shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or other indemnified person.

Company Indemnification. The Company will indemnify each Investor who holds Registrable Securities (if Registrable Securities held by such Investor are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord person controlling such Investor within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (i) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingmisleading or (ii) any violation by the Company of the Securities Act, and will reimburse Canaccord for the Exchange Act, state securities laws or any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and in each case, the Company will reimburse each such Investor, each of its officers and directors, partners, members and each person controlling such Investor, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (X) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Investor or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (Y) the use by an Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that the prospectus is outdated or defective or (Z) an Investor’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 7.11(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Investor who holds Registrable Securities (if Registrable Securities held by such Investor are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors and partners, and each person, if any, who controls Canaccord person controlling such Investor within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losseswith respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such registration, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and the Company will reimburse each such Investor, each of its officers and directors, and each person controlling such Investor, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (A) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Investor or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (B) the use by Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that the prospectus is outdated or defective or (C) Investor’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this subsection 2(e)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Holder, each of its officers, directors and hold harmless Canaccord partners, and each person, if any, who controls Canaccord person controlling such Holder within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 20 15 of the Exchange Securities Act, insofar as such lossesagainst all expenses, claims, losses, damages or and liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement (any registration statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such registration, qualification or the Disclosure Package compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and (b) in the case relating to action or inaction required of the Prospectus Company in connection with any such registration, qualification or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingcompliance, and will reimburse Canaccord each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord in connection with investigating investigating, preparing or defending any such action claim, loss, damage, liability or claim as action, provided the Company shall not be liable for amounts paid in settlement of any claims if such expenses are incurred; providedsettlement is made without the consent of the Company, howeverwhich consent shall not be unreasonably withheld, and that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission was untrue statement or omission, made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly a Holder or underwriter specifically for use therein.

Company Indemnification. The Company will indemnify and hold harmless Canaccord AGP and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act AGP against any losses, claims, damages or liabilities, joint or several, to which Canaccord AGP or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, the Disclosure Package, or any amendments thereto)Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectus or the Disclosure Package Package, or (ii) in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, or arise out of or are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment theretoor supplement to the Registration Statement, the Prospectus, or the Disclosure Package or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord AGP for any reasonable documented legal expenses of counsel for CanaccordAGP, and for other documented expenses reasonably incurred by Canaccord AGP in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or the Disclosure Package, or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below AGP expressly for use therein.

Company Indemnification. The In the event of any registration under the Securities Act of any securities pursuant to this Section 4, the Company will indemnify and hold harmless Canaccord each Warrantholder and each personother individual, corporation, partnership, trust, organization, association or other entity or individual ("Person"), if any, who which controls Canaccord (within the meaning of the Securities Act or the Exchange Act Act) such holder, against any losses, claims, damages or liabilities, joint or several, to which Canaccord such holder or such controlling person Person may become subject, subject under Section 15 of the Securities Act or Section 20 of otherwise, to the Exchange Act, insofar as extent that such losses, claims, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) , or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord such holder and each such controlling Person for any reasonable documented legal expenses of counsel for Canaccord, and for or any other documented expenses reasonably incurred by Canaccord such holder or such controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim proceeding, except insofar as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such losses, claims, damages damages, liabilities or liabilities arise out of or are based upon expenses result from an untrue statement or alleged untrue statement or omission or alleged omission was made contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished in writing to the Company by and through Canaccord as set forth in Section 10(b) below such holder expressly for use therein.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord person controlling such Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (iA) an any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document (including, without limitation, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) authorized by the Company for use in connection with such Registration Statement (or any amendments theretoStatement), the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or (B) any reasonable documented legal expenses violation or alleged violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (X) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required (and not exempted, including pursuant to Rule 172 under the Securities Act (or any successor rule)) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities.

Company Indemnification. The To the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Security Holder, the partners, officers, directors and shareholders of each Security Holder, legal counsel and accountants for each Security Holder, any underwriter (as defined under the Securities Act) for such Security Holder and each personPerson, if any, who controls Canaccord such Security Holder or underwriter within the meaning of the Securities Act or the Exchange Act (collectively, “Security Holder Indemnified Parties”), against any losses, claims, damages or liabilities, liabilities (joint or several) or actions to which Canaccord or such controlling person they may become subject, subject under Section 15 of the Securities Act or Section 20 any Securities Act of the Exchange Actany other jurisdiction (collectively, “Losses”), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) Losses arise out of or are based upon any of the following statements, omissions or violations (each, a “Violation”): (i) an any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement (Document under which Registrable Securities were registered, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or ; (ii) the omission or alleged omission to state therein in a Registration Document under which Registrable Securities were registered a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein therein, or necessary to make the statements therein not misleading and misleading; or (biii) in any violation or alleged violation by the case Company (or, with respect to the use of the Prospectus term “Violation” in Section 2.6(b), by any Security Holder) of the Securities Act or any supplement thereto or Securities Act of any other jurisdiction in connection with the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingoffering covered by such Registration Document, and the Company will reimburse Canaccord each such Security Holder Indemnified Party for any reasonable documented legal expenses of counsel for Canaccord, and for or other documented expenses reasonably incurred by Canaccord them in connection with investigating or defending any such action or claim Loss as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.6(a) shall not apply to, and the Company shall not be liable for, amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable in any such case for any such Loss to the extent that any such losses, claims, damages or liabilities arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, a Violation that occurs in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use thereinin connection with such registration by or on behalf of any Security Holder Indemnified Party; provided, further, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Security Holder Indemnified Party, from whom the Person asserting any such Loss purchased shares in the offering, if a copy of the most current prospectus was not sent or given by or on behalf of such Security Holder Indemnified Party to such Person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the shares to such Person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such Loss.

Company Indemnification. The Company will indemnify ----------------------- each Holder, each of its officers, directors, partners and hold harmless Canaccord legal counsel, and each person, if any, who controls Canaccord person controlling such Holder within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section 20 2, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Exchange Securities Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement (any registration statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such registration, qualification or the Disclosure Package compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading, or any violation by the Company of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Canaccord each such Holder, each of its officers, directors, partners and legal counsel and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord in connection with investigating investigating, preparing or defending any such action claim, loss, damage, liability or claim as such expenses are incurred; providedaction, however, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission was untrue statement or omission, made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder, controlling person or underwriter and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein.

Company Indemnification. The Company will indemnify and hold harmless Canaccord each Holder, and each personHolder’s officers, if anydirectors, who controls Canaccord partners, legal counsel, and accountants, and each person controlling such Holder within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 20 1, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Exchange Securities Act, insofar as such lossesany underwriter, against all expenses, claims, damages or losses, damages, and liabilities (or actions actions, proceedings, or settlements in respect thereofof such expenses, claims, losses, damages, and liabilities) arise arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any prospectus, offering circular, or other document (including any related registration statement, notification, or similar document) incident to any such registration, qualification, or compliance, or based on any omission (or any amendments thereto), the Prospectus (or any amendment or supplement theretoalleged omission) or the Disclosure Package or (ii) the omission or alleged omission to state therein in such document a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein in such document or necessary to make the statements therein in such document not misleading and (b) in misleading, or any violation by the case Company of the Prospectus Securities Act and any applicable state securities laws or any supplement thereto rule or regulation under the Disclosure Package necessary Securities Act or state securities laws applicable to make the statements therein, in light Company and relating to action or inaction required of the circumstances Company in which they were madeconnection with any such registration, not misleadingqualification, or compliance, and will reimburse Canaccord each such Holder, and each of such Holder’s officers, directors, partners, legal counsel, and accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord in connection with investigating and defending or defending settling any such action claim, loss, damage, liability, or claim as such expenses are incurredaction; provided, however, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability, or liabilities arise expense arises out of or are is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance based upon and in conformity with written information furnished to the Company by such Holder or underwriter and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use thereinin such document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 1.6(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the Company’s consent (which consent will not be unreasonably withheld).

Company Indemnification. The Company will indemnify and hold harmless Canaccord the Underwriter, its officers and directors and each person, if any, who controls Canaccord the Underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against any losses, claims, damages or liabilities, joint or several, to which the Underwriter, its officers, directors, or any such controlling person may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (ia) an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement (or any amendments theretoincluding the Prospectus as a part thereof), (ii) Authorized Sales Materials (when read in conjunction with the Prospectus (or any amendment or supplement theretoProspectus) or (iii) any blue sky application or other document executed by the Disclosure Package Company or on its behalf specifically for the purpose of qualifying any or all of the Notes for sale under the securities laws of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”), or (iib) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement (including the Prospectus as a part thereof), Authorized Sales Materials (when read in conjunction with the Prospectus), or in any amendment thereto, Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading and (b) in misleading. The Company will reimburse the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingUnderwriter, and will reimburse Canaccord its officers and directors and controlling persons, for any reasonable documented legal expenses of counsel for Canaccord, and for or other documented expenses reasonably incurred by Canaccord the Underwriter, and its officers and directors and controlling persons, in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, provided that the Company shall will not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of of, or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly the Underwriter for use thereinin the Registration Statement, the Prospectus, such Authorized Sales Materials or any such Blue Sky Application; and further provided that the Company will not be liable in any such case if it is determined that the Underwriter had knowledge of the untrue statement or alleged untrue statement or omission or alleged omission giving rise to or resulting in such loss, claim, damage, liability or action.

Company Indemnification. The Company will indemnify each Holder of Registrable Securities, each of its officers, directors, stockholders, agents, attorneys and hold harmless Canaccord current and former partners and members, and each person, if any, who controls Canaccord person controlling any such person within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act Act, and each Founder, with respect to which registration, qualification or compliance has been effected pursuant to this Section 20 1 and each underwriter, if any, and each person who controls (within the meaning of Section 15 of the Exchange Securities Act) any underwriter of the Registrable Securities held by or issuable to such Holder, insofar as such against all claims, losses, claimsdamages, damages or costs, expenses and liabilities whatsoever (or actions actions, proceedings or settlements in respect thereof) arise arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other documents (including any related registration statement, notification or the Registration Statement like) incident to any such registration, qualification or compliance, or based on any omission (or any amendments thereto), the Prospectus (or any amendment or supplement theretoalleged omission) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in misleading, or any violation by the case Company of the Prospectus Securities Act or any supplement thereto state securities law or of any rule or regulation promulgated under the Disclosure Package necessary Securities Act or any state securities law applicable to make the statements therein, in light Company and relating to action or inaction required of the circumstances Company in which they were madeconnection with any such registration, not misleadingqualification or compliance (any such misstatement or omission, a “Violation”), and will reimburse Canaccord each such Holder, each of its officers, directors, stockholders, agents, attorneys and current and former partners and members, and each person who controls any such person, each Founder, each such underwriter and each person who controls any such underwriter for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord and as incurred in connection with investigating or defending any such action claim, loss, damages, cost, expense, liability or claim as such expenses are incurred; providedaction, however, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, cost, expense or liabilities arise liability arises out of or are is based on any Violation based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by any Holder, Founder, underwriter or other otherwise indemnified person and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein.in such prospectus, offering circular or other document, unless such Holder, Founder or underwriter timely provided to the Company additional information to correct the previously inaccurate or incomplete information. TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Company Indemnification. The Company will In connection with any Registration Statement in which a Stockholder is participating and as a condition to such participation, such Stockholder agrees, severally and not jointly, to indemnify and hold harmless Canaccord and the Company, each person, if any, Person who controls Canaccord the Company within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 20(a) of the Exchange ActAct and the respective partners, insofar directors, officers, members, representatives, employees and agents of the Company and each such Person to the same extent as such lossesthe foregoing indemnity from the Company to each Stockholder Indemnitee, claims, damages but only with reference to untrue statements or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement omissions or alleged untrue statement of a material fact contained statements or omissions made in reliance upon and in strict conformity with information relating to such Stockholder Indemnitee furnished to the Company in writing by such Stockholder Indemnitee expressly for use in any Registration Statement (or any amendments thereto)Prospectus, the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment theretopreliminary Prospectus. The liability of any Stockholder Indemnitee pursuant to this paragraph shall in no event exceed the net proceeds received by such Stockholder Indemnitee from sales of Registrable Shares giving rise to such obligations. The Company and each Stockholder holding Registrable Securities hereby acknowledge and agree that, required unless otherwise expressly agreed to in writing by such Stockholders to the contrary, for all purposes of this Agreement, the only information furnished or to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use thereinin any such Registration Statement or Prospectus are statements specifically relating to (a) transactions between such Stockholder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of Shares by such Stockholder and its Affiliates and (c) the name and address of such Stockholder. If any additional information about such Stockholder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such Stockholder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Stockholder Indemnitee and shall survive the transfer of such securities by such Stockholder.

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will shall indemnify and hold harmless Canaccord the Holder, its partners, directors, officers and employees (which persons shall be deemed to be included in the term seller in this Section 5.1), each underwriter of such Registrable Shares and each other person, if any, who controls Canaccord such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Canaccord such seller, underwriter or such controlling person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) to such Registration Statement, or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (b) in the case of the Prospectus Company shall reimburse such seller, underwriter and each such controlling person for any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; providedPROVIDED, howeverHOWEVER, that the Company shall not be liable to any such seller, underwriter or controlling in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (Statement, preliminary prospectus or prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such seller, underwriter or controlling person specifically for use thereinin the preparation thereof.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord person controlling such Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on: (i) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; or (ii) any violation by the Company of the Securities Act, and will reimburse Canaccord for the Exchange Act, state securities laws or any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on: (A) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein; (B) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective; or (C) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 10.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by the Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord person controlling the Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (iA) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or (B) any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration; and in each case, the Company will reimburse each the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (X) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement.

Company Indemnification. The Company will indemnify each Holder, each of its officers, directors and hold harmless Canaccord partners, legal counsel, and accountants and each person, if any, who controls Canaccord person controlling such Holder within the meaning of the Securities Act or the Exchange Act against any lossesAct, claims, damages or liabilities, with respect to which Canaccord registration, qualification, or such controlling compliance has been effected pursuant to this Section 1, and each underwriter, if any, and each person may become subject, under Section 15 who controls within the meaning of the Securities Act or Section 20 of the Exchange ActAct any underwriter, insofar as such lossesagainst all expenses, claims, damages losses, damages, and liabilities, joint or liabilities several (or actions actions, proceedings, or settlements in respect thereof) arise arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular, or other document (including any related registration statement, notification, or the Registration Statement like) incident to any such registration, qualification, or compliance, or based on any omission (or any amendments thereto), the Prospectus (or any amendment or supplement theretoalleged omission) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in misleading, or any violation or alleged violation by the case Company of the Prospectus Securities Act, the Exchange Act, any state securities laws, or any supplement thereto rule or regulation thereunder applicable to the Disclosure Package necessary Company and relating to make the statements therein, in light action or inaction required of the circumstances Company in which they were madeconnection with any such registration, not misleadingqualification, or compliance, and will reimburse Canaccord each such Holder, each of its officers, directors, partners, legal counsel, and accountants and each person controlling such Holder, each such underwriter, and each person who controls any such underwriter, for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord in connection with investigating and defending or defending settling any such action claim, loss, damage, liability, or claim as such expenses are incurred; providedaction, however, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability, or liabilities arise expense arises out of or are is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance based upon and in conformity with written information furnished to the Company by such Holder or underwriter and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein. It is agreed that the indemnity agreement contained in this Section 1.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), the Principal Purchaser, each Purchaser’s and hold harmless Canaccord the Principal Purchaser’s respective officers and directors, partners, members, employees and each person, if any, who controls Canaccord person controlling such Purchaser and the Principal Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act(each, insofar as such lossesa “Purchaser Indemnified Party”), against all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (i) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or (ii) any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration; and in each case, the Company will reimburse each such Purchaser and Principal Purchaser, each of its respective officers and directors, partners, members, employees and each person controlling such Purchaser and the Principal Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (A) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser, the Principal Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (B) the use by a Purchaser 115 or the Principal Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser or Principal Purchaser in writing that the prospectus is outdated or defective or (C) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such prospectus or supplement.

Company Indemnification. The Company will indemnify and hold harmless Canaccord each Holder and each personHolder’s officers, directors, partners, members, legal counsel, and accountants, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected under this Section 1, and each underwriter, if any, and each person who controls Canaccord within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Actany underwriter, insofar as such lossesagainst all expenses, claims, damages or losses, damages, and liabilities (or actions actions, proceedings, or settlements in respect thereof) arise arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any prospectus (including any preliminary prospectus), offering circular, or other document (including any related registration statement, notification, or similar documents) incident to any such registration, qualification, or compliance, or based on any omission (or any amendments thereto), the Prospectus (or any amendment or supplement theretoalleged omission) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in misleading, or any violation by the case Company of the Prospectus Securities Act or any supplement thereto rule or regulation thereunder applicable to the Disclosure Package necessary Company and relating to make the statements therein, in light action or inaction required of the circumstances Company in which they were madeconnection with any such registration, not misleadingqualification, or compliance, and will reimburse Canaccord each such Holder, each Holder’s officers, directors, partners, members, legal counsel, and accountants, and each person controlling such Holder, each such underwriter, and each person who controls any such underwriter, for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord in connection with investigating and defending or defending settling any such action claim, loss, damage, liability, or claim as such expenses are incurredaction; provided, however, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability, or liabilities arise expense arises out of or are is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance based upon and in conformity with written information furnished to the Company by such Holder or underwriter and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein. The indemnity agreement contained in this Section 1.7(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the Company’s consent (which consent will not be unreasonably withheld).

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Selling Holder, its Affiliates, its directors and officers and each personother Person, if any, who controls Canaccord such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person being a “Covered Person”) against any losses, claims, damages damages, liabilities, costs or liabilitiesexpenses (including reasonable attorneys’ fees, whether incurred in an action between the Selling Holder and the Company, a third party or otherwise), joint or several, to which Canaccord or such controlling person Covered Person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages damages, liabilities, costs or liabilities expenses (or actions in respect thereof) arise out of or are based upon (ia) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) or the Disclosure Package to such Registration Statement or (iib) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (b) in the case of the Prospectus Company will reimburse such Covered Person for any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such Covered Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable to any Covered Person in any such case (x) to the extent that any such lossesloss, claimsclaim, damages damage, liability, cost or liabilities arise expense arises out of or are is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such Covered Person specifically for use in the preparation thereof or (y) provided that the Company has complied with its obligations under Section 3.6, in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or alleged untrue statement or omission or alleged omission was made contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the Registration Statement (final or any amendments thereto), the Prospectus (amended prospectus at or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished prior to the Company confirmation of the sale of the Registrable Shares to the person asserting any such loss, claim, damage or liability in any case in which such delivery is required by and through Canaccord as set forth in Section 10(b) below expressly for use thereinthe Securities Act.

Company Indemnification. The Company will indemnify and hold harmless Canaccord the Agents, each of the Agents’ respective directors, officers, employees and agents and their respective affiliates and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act an Agent (each, a “Company Indemnified Party”) against any losses, claims, damages or liabilities, joint or several, to which Canaccord or such controlling person Company Indemnified Party may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, the Disclosure Package, or any amendments thereto)Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectus or the Disclosure Package Package, or (ii) in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, or arise out of or are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment theretoor supplement to the Registration Statement, the Prospectus, or the Disclosure Package or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord such Company Indemnified Party for any reasonable documented legal expenses of counsel for Canaccordsuch Company Indemnified Party, and for other documented expenses reasonably incurred by Canaccord such Company Indemnified Party in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or the Disclosure Package, or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and the Agents through Canaccord as set forth in Section 10(b) below the Representative expressly for use therein.

Company Indemnification. The To the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Holder, the officers, directors, partners, agents and employees of each Holder, any underwriter (as defined in the Securities Act) for such Holder, and each person, if any, who controls Canaccord such Holder or underwriter within the meaning of the Securities Act or the Exchange Act Act, against any losses, claims, damages or liabilities, liabilities (joint or several) to which Canaccord or such controlling person any of them may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, other federal or state law or otherwise, and to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (ia "VIOLATION"): (a) an any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement (any registration statement under which Registrable Securities were registered, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (iib) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and will reimburse Canaccord for or (c) any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred violation or alleged violation by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law. The indemnity provisions in this Section 8.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action (i) to the extent that any such losses, claims, damages or liabilities arise it arises out of or are is based upon an a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of such Holder, underwriter or controlling person or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such Holder) such untrue statement or alleged untrue statement or omission or alleged omission was made contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the Registration Statement (final or any amendments thereto), the Prospectus (amended prospectus at or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished prior to the Company confirmation of the sale of the Registrable Securities, as the case may be, to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by and through Canaccord as set forth in Section 10(b) below expressly for use thereinthe Securities Act.

Company Indemnification. The Company will indemnify each Holder, each of its officers, directors and hold harmless Canaccord partners, and each person, if any, who controls Canaccord person controlling such Holder within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 20 15 of the Exchange Securities Act, insofar as such lossesagainst all expenses, claims, losses, damages or and liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement (any registration statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such registration, qualification or the Disclosure Package compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse Canaccord each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord in connection with investigating investigating, preparing or defending any such action claim, loss, damage, liability or claim as action, provided the Company shall not be liable for amounts paid in settlement of any claims if such expenses are incurred; providedsettlement is made without the consent of the Company, howeverwhich consent shall not be unreasonably withheld, and that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission was untrue statement or omission, made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly a Holder or underwriter specifically for use therein.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord person controlling such Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (iA) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or (B) any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (X) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 11.12(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its and hold harmless Canaccord the Principal Purchaser’s respective officers and directors, partners, members, employees and each person, if any, who controls Canaccord person controlling such Purchaser and the Principal Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (i) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or (ii) any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state, provincial or territorial securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration; and in each case, the Company will reimburse each such Purchaser and Principal Purchaser, each of its respective officers and directors, partners, members, employees and each person controlling such Purchaser and the Principal Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (A) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser, the Principal Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (B) the use by a Purchaser or the Principal Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser or Principal Purchaser in writing that the prospectus is outdated or defective or (C) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such prospectus or supplement.

Company Indemnification. The Company will indemnify Whether or not the transactions ----------------------- contemplated hereby are consummated, the Companies shall indemnify, defend and hold harmless Canaccord the Agent-Related Persons, and each personBank and each of its respective officers, if anydirectors, who controls Canaccord within the meaning of the Securities Act or the Exchange Act employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") from and against any and all liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or liabilities, to which Canaccord nature whatsoever (other than expenses described in Section 11.4 whether or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, not ------------ required to be stated therein or necessary to make the statements therein not misleading and reimbursed thereunder) which may at any time (b) in the case including at any time following repayment of the Prospectus Loans, the termination of the Letters of Credit or this Agreement and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any supplement thereto document contemplated by or referred to herein or therein, or the Disclosure Package necessary to make the statements thereintransactions contemplated hereby or thereby, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred action taken or omitted by Canaccord any such Person under or in connection with investigating any of the foregoing, including with respect to any investigation, litigation or defending proceeding (including any such action Insolvency Proceeding or claim as such expenses are incurredappellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, however, that the Company Companies shall not be liable in have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the bad faith, gross negligence or willful misconduct of such case Indemnified Person; and provided further the Companies shall have no obligations with respect to the extent that tax liabilities, funding costs or capital costs of any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord Indemnified Person except as set forth in this Agreement. The agreements in this Section 10(b) below expressly for use thereinshall survive payment of all other Obligations and the termination of this Agreement. At the election of any Indemnified Person, the Companies shall defend such Indemnified Person using legal counsel mutually acceptable to the Companies, the Agent, the Majority Banks and such Indemnified Person, at the sole cost and expense of the Companies. All amounts owing under this Section shall be paid within 30 days after demand.

Company Indemnification. The Company will indemnify and hold harmless Canaccord the Managers, their affiliates and their respective partners, members, directors, officers, employees, counsels and agents and each person, if any, who controls Canaccord the Managers or any affiliate within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange ActAct against any losses, claims, damages, expenses or liabilities, joint or several, to which the Managers or controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, the Disclosure Package, or any amendments thereto)Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectus or the Disclosure Package Package, or (ii) in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, or arise out of or are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment theretoor supplement to the Registration Statement, the Prospectus, or the Disclosure Package or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord the Managers for any reasonable and documented legal expenses of counsel for Canaccordthe Managers and one set of local counsel in each applicable jurisdiction for the Managers, and for other documented expenses reasonably incurred by Canaccord the Managers in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or the Disclosure Package, or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below the Managers expressly for use therein. The Company hereby acknowledges that the only information that the Managers has furnished to the Company expressly for use in the Registration Statement, the Prospectus or the Disclosure Package or any such amendment or supplement thereto are the statements set forth in the ninth and tenth paragraphs under the heading “Plan of Distribution” in the Prospectus (the “Agent Information”).

Company Indemnification. The In the event of any registration of any of ----------------------- the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will shall indemnify and hold harmless Canaccord the seller of such Registrable Shares, its partners, directors, officers and employees and any fund manager or fiduciary (which persons shall be deemed to be included in the term seller in this Section 6.1), each underwriter of such Registrable Shares and each other person, if any, who controls Canaccord such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Canaccord such seller, underwriter or such controlling person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) to such Registration Statement, or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (b) in the case of the Prospectus Company shall reimburse such seller, underwriter and each such controlling person for any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall not be liable to any such seller, underwriter or controlling person in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (Statement, preliminary prospectus or prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such seller, underwriter or controlling person specifically for use thereinin the preparation thereof.

Company Indemnification. The Company will indemnify and hold harmless Canaccord the Agents, their respective directors, officers, employees, agents, advisors and representatives and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act Agents against any losses, claims, damages or liabilities, joint or several, to which Canaccord the Agents or such controlling person may become subject, under Section 15 of the Securities Act Act, the Canadian Securities Laws or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) a misrepresentation as defined under Canadian Securities Laws or an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectuses, the Disclosure Package, or any amendments theretoIssuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectuses or the Disclosure Package Package, or (ii) in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or the Canadian Qualifying Authorities, or arise out of or are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), or any amendment theretoor supplement to the Registration Statement, the Prospectus, or the Disclosure Package or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or the Canadian Qualifying Authorities a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord the Agents for any reasonable documented legal expenses of counsel for Canaccordthe Agents and one set of local counsel in each applicable jurisdiction for the Agents, and for other documented expenses reasonably incurred by Canaccord the Agents in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (Statement, the Prospectuses or the Disclosure Package or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below the Agents expressly for use therein.

Company Indemnification. The Company will agrees to indemnify and hold harmless Canaccord each Agent and each person, if any, who controls Canaccord any Agent within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act against any and all losses, liabilities, claims, damages and expenses whatsoever as incurred (including without limitation, reasonable attorneys’ fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or liabilities expenses (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, or any amendments thereto)post-effective amendment thereof, the Prospectus (or any amendment arise out of or supplement thereto) or the Disclosure Package or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and or (bii) any untrue statement or alleged untrue statement of a material fact contained in the case of the Prospectus Prospectus, or in any supplement thereto or amendment thereof, or in any materials or information provided to investors by, or with the Disclosure Package approval of, the Company in connection with the marketing of the Placement Shares, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such lossesloss, claimsliability, damages claim, damage or liabilities arise expense arises out of or are is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (Statement, or any amendments thereto)post-effective amendment thereof or the Prospectus, or in any supplement thereto or amendment thereof, or in any materials or information provided to investors by, or with the approval of, the Prospectus Company in connection with the marketing of the Placement Shares, including any “road show” or investor presentations made to investors by the Company (whether in person or any amendment or supplement theretoelectronically) or the Disclosure Package, in reliance upon and in strict conformity with the written information furnished to the Company by or on behalf of any Agent for use therein, it being understood and through Canaccord agreed that the only such information furnished by any Agent is the information described as set forth such in Section 10(b) below expressly for use thereinbelow.

Company Indemnification. The Company will indemnify and hold harmless Canaccord Revere and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act Revere against any losses, claims, damages or liabilities, joint or several, to which Canaccord Revere or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, the Disclosure Package, or any amendments thereto)Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectus or the Disclosure Package Package, or (ii) in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, or arise out of or are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment theretoor supplement to the Registration Statement, the Prospectus, or the Disclosure Package or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord Revere for any reasonable documented legal expenses of counsel for Canaccord, Revere and for other documented expenses reasonably incurred by Canaccord Revere in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or the Disclosure Package, or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below Revere expressly for use therein.

Company Indemnification. The Company will indemnify the Purchaser who holds Registrable Securities (if Registrable Securities held by the Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord Person controlling the Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (iA) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Resale Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Resale Registration Statement, or the Disclosure Package or any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration; and in each case, the Company will reimburse Canaccord each the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any such action or claim incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (X) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein., (Y) the use by the Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) the Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement. (b)

Company Indemnification. The Company will indemnify and hold harmless Canaccord each Sales Agent and each person, if any, who controls Canaccord either Sales Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Canaccord a Sales Agent or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, the Disclosure Package, or any amendments thereto)Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectus or the Disclosure Package Package, or (ii) in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, or arise out of or are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment theretoor supplement to the Registration Statement, the Prospectus, or the Disclosure Package or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord the Sales Agents for any reasonable and documented legal expenses of counsel for Canaccordthe Sales Agents and one set of local counsel in each applicable jurisdiction for the Sales Agents, and for other documented expenses reasonably incurred by Canaccord the Sales Agents in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, therein in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below the Sales Agents expressly for use therein.

Company Indemnification. The To the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Holder, the partners, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls Canaccord such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the "1934 Act"), against any losses, claims, damages damages, or liabilities, liabilities (joint or several) to which Canaccord or such controlling person they may become subject, subject under Section 15 of the Securities Act, the 1934 Act or Section 20 of the Exchange Actother federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein therein, or necessary to make the statements therein not misleading and misleading, or (biii) in any violation or alleged violation by the case Company of the Prospectus Securities Act, the 1934 Act, any state securities law or any supplement thereto rule or regulation promulgated under the Disclosure Package necessary to make Securities Act, the statements therein, 1934 Act or any state securities law in light of connection with the circumstances in which they were made, not misleading, offering covered by such registration statement; and the Company will reimburse Canaccord each such Holder, partner, officer or director, underwriter or controlling person for any reasonable documented legal or other expenses of counsel for Canaccord, and for other documented expenses as reasonably incurred by Canaccord them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, provided however, that the Company indemnity agreement contained in this Section 3.8.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such losses, claims, damages or liabilities arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use thereinin connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord Person controlling such Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on: (i) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; or (ii) any violation by the Company of the Securities Act, and will reimburse Canaccord for the Exchange Act, state securities laws or any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each Person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an untrue statement or alleged on: (A) any untrue statement or omission or alleged untrue statement or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling Person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein; (B) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective; or (C) a Purchaser’s (or any other Indemnified Party’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 10.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Company Indemnification. The Company will agrees to indemnify and hold harmless Canaccord Investor, and each of its respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls Canaccord the Investor (within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, insofar as such an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities (liabilities, whether joint or actions in respect thereof) arise several, arising out of or are based upon (i) an any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) to such Registration Statement, or the Disclosure Package arising out of or based upon any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in misleading, or any violation by the case Company of the Prospectus Securities Act or any supplement thereto rule or regulation promulgated thereunder applicable to the Disclosure Package necessary Company and relating to make the statements therein, in light action or inaction required of the circumstances Company in which they were made, not misleading, connection with any such registration; and will the Company shall promptly reimburse Canaccord the Investor Indemnified Party for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord such Investor Indemnified Party in connection with investigating or and defending any such action expense, loss, judgment, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable in any such case to the extent that any such lossesexpense, claimsloss, damages claim, damage or liabilities arise liability arises out of or are is based upon an any untrue statement or alleged allegedly untrue statement or omission or alleged omission was made in the such Registration Statement (Statement, preliminary prospectus, final prospectus, or summary prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below the Investor expressly for use therein, or is based on the Investor’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus.

Company Indemnification. The To the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Holder, the officers, directors, partners, agents and employees of each Holder, any underwriter (as defined in the Securities Act) for such Holder, and each person, if any, who controls Canaccord such Holder or underwriter, within the meaning of the Securities Act or the Exchange Act Act, against any losses, claims, damages or liabilities, liabilities (joint or several) to which Canaccord or such controlling person any of them may become subject, subject under Section 15 of the Securities Act or Section 20 of Act. the Exchange Act, other federal or state law or otherwise, and to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (ia "VIOLATION"): (a) an any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement (any registration statement under which Registrable Securities were registered, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (iib) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and will reimburse Canaccord for or (c) any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred violation or alleged violation by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law. The indemnity provisions in this Section 7.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to a Holder in any case for any such case loss, claim, damage, liability or action (i) to the extent that any such losses, claims, damages or liabilities arise it arises out of or are is based upon an a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of such Holder, underwriter or controlling person or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter in a distribution solely on behalf of such Holder) such untrue statement or alleged untrue statement or omission or alleged omission was made contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the Registration Statement (final or any amendments thereto), the Prospectus (amended prospectus at or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished prior to the Company confirmation of the sale of the Registrable Securities, as the case may be, to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act and through Canaccord as set forth in Section 10(b) below expressly such loss, claim, damage, liability or action would not have occurred but for use thereinsuch failure.

Company Indemnification. The In the event of any registration of any ----------------------- of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will shall indemnify and hold harmless Canaccord the seller of such Registrable Shares, each underwriter of such Registrable Shares and each other person, if any, who controls Canaccord such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages damages, costs, expenses or liabilities, joint or several, (or actions in respect thereof), to which Canaccord such seller, underwriter or such controlling person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages damages, costs, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) to such Registration Statement, or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements thereina prospectus, in light of the circumstances in under which they were made, ) not misleading; and the Company shall reimburse such seller, underwriter and will reimburse Canaccord each such controlling person for any reasonable documented legal expenses of counsel for Canaccord, and for or any other documented expenses reasonably incurred by Canaccord such seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, cost, expense, liability or claim as such expenses are incurredaction; provided, however, that the Company shall not be liable to any such seller, underwriter or controlling person in any such case to the extent that any such lossesloss, claimsclaim, damages damage, cost, expense or liabilities arise liability arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (Statement, preliminary prospectus or prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such seller, underwriter or controlling person specifically for use thereininclusion thereof.

Company Indemnification. The Company will indemnify each holder of Registrable Securities (if Registrable Securities held by such holder are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors and partners, and each person, if any, who controls Canaccord person controlling such holder within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losseswith respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement (any registration statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such registration, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and the Company will reimburse each such holder, each of its officers and directors, and each person controlling such holder, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such holder or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein; provided, further, that the indemnity agreement contained in this subsection 2(d)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will shall indemnify and hold harmless Canaccord the seller of such Registrable Shares, its partners, directors, officers and employees and any fund manager or fiduciary (which persons shall be deemed to be included in the term seller in this Section 6.1), each underwriter of such Registrable Shares and each other person, if any, who controls Canaccord such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Canaccord such seller, underwriter or such controlling person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) to such Registration Statement, or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (b) in the case of the Prospectus Company shall reimburse such seller, underwriter and each such controlling person for any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall not be liable to any such seller, underwriter or controlling in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (Statement, preliminary prospectus or prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such seller, underwriter or controlling person specifically for use thereinin the preparation thereof.

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Selling Holder, its respective officers, employees, Affiliates, directors, partners, members, attorneys and agents, and each personother Person, if any, who controls Canaccord such Selling Holder within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being a “Covered Person”) against any losses, claims, damages or liabilities, joint or several, to which such Covered Person may become subject under the Securities Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (ia) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement theretoto such Registration Statement, any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any application or other document or communication (in this paragraph collectively called an “application”) executed by or on behalf of the Disclosure Package Company, or based upon written information furnished by or on behalf of the Company, filed in any jurisdiction in order to qualify any securities covered by such registration statement under the “blue sky” or securities law thereof, or (iib) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and the Company will promptly reimburse, but in no event more than three (b3) in the case of the Prospectus Business Days after request for payment, such Covered Person for any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such Covered Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable to any Covered Person in any such case only to the extent (i) that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (or prospectus, any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packageany such issuer free writing prospectus or application, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such Covered Person specifically for use thereintherein or (ii) of amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord person controlling such Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (iA) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or (B) any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (X) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement.

Company Indemnification. The Company will indemnify and hold harmless Canaccord the Agents and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act an Agent against any losses, claims, damages or liabilities, joint or several, to which Canaccord the Agents or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, the Disclosure Package, or any amendments thereto)Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectus or the Disclosure Package Package, or (ii) in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, or arise out of or are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment theretoor supplement to the Registration Statement, the Prospectus, or the Disclosure Package or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord the Agents for any reasonable documented legal expenses of counsel for Canaccordthe Agents, and for other documented expenses reasonably incurred by Canaccord the Agents in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or the Disclosure Package, or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and the Agents through Canaccord as set forth in Section 10(b) below the Representative expressly for use therein.

Company Indemnification. The Company will indemnify and hold harmless Canaccord and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, or any amendments thereto)Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectus, or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment theretoor supplement to the Registration Statement, or the Prospectus, a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord for any reasonable and documented legal expenses of counsel for Canaccord and one set of local counsel in each applicable jurisdiction for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or the Disclosure Package, or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use therein, it being understood and agreed that the only such information furnished by Canaccord to the Company consists of the information set forth in the last two paragraphs under the caption “Plan of Distribution” in the Prospectus (herein referered to as the “Agent Information”).

Company Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Company will shall indemnify and hold harmless Canaccord each of the Purchasers and each personof their respective officers, if anydirectors, who controls Canaccord within the meaning employees, counsel, agents and attorneys-in-fact (each an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including all fees and expenses of legal counsel) of any kind or nature whatsoever which may at any time (including at any time following repayment or transfer by any Purchaser of the Securities Act obligations hereunder) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement, or the Exchange Act against any lossesNotes, claimsthe Intercreditor Agreement, damages the BA Credit Agreement, the Senior Notes, the Private Placement Agreements, or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar "Operative Documents" (as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained defined in the Registration Statement (Intercreditor Agreement) or any amendments thereto)document contemplated by or referred to herein or therein, or the Prospectus (transactions contemplated hereby or thereby, or any amendment action taken or supplement thereto) omitted by any such Person under or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating any of the foregoing, including with respect to any investigation, litigation or defending proceeding (including any such action bankruptcy or claim as such expenses are incurredinsolvency proceeding, reorganization or other similar proceeding, or appellate proceeding) related to or arising out of this Agreement or the Notes or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, however, provided that the Company shall not be liable have no obligation under this paragraph 11T to any Indemnified Person with respect to Indemnified Liabilities resulting solely and directly from the gross negligence or willful misconduct of such Indemnified Person. The agreements in any such case to this paragraph 11T shall survive repayment of all obligations hereunder and the extent that any such losses, claims, damages or liabilities arise out termination of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use thereinthis Agreement.

Company Indemnification. The Company will agrees to indemnify and hold harmless Canaccord each holder of Registrable Securities whose Registrable Securities are covered by any Registration Statement, its directors and officers and each personother Person, if any, who controls Canaccord such holder within the meaning of the Securities Act or the Exchange Act Act, against any losses, claims, damages or liabilities, joint or several, to which Canaccord or any such controlling person indemnified party may become subject, subject under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement (under which such securities were registered under the Securities Act, any preliminary Prospectus, final Prospectus or any amendments thereto)summary Prospectus contained therein, the Prospectus (or any amendment or supplement thereto) , or the Disclosure Package or (ii) the any omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company will reimburse Canaccord each such indemnified party for any reasonable documented legal expenses of counsel for Canaccord, and for or any other documented expenses reasonably incurred by Canaccord them in connection with investigating or defending any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, provided that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage, liability (or liabilities arise action or proceeding in respect thereof) or expense arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the such Registration Statement (or Statement, any amendments thereto)such preliminary Prospectus, the Prospectus (or any final Prospectus, summary Prospectus, amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such holder specifically for use thereinin the preparation thereof. In addition, the Company shall indemnify any underwriter of such offering and each other Person, if any, who controls any such underwriter within the meaning of the Securities Act in substantially the same manner and to substantially the same extent as the indemnity herein provided to each Indemnified Party. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holder.

Company Indemnification. The In the case of any offering registered pursuant to this Section 5, the Company will agrees to indemnify and hold harmless Canaccord and the Stockholder, each personunderwriter, if any, of the Subject Stock under such registration and each person who controls Canaccord any of the foregoing within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act Act, and any director or Section 20 officer of the Exchange Actforegoing, insofar as such harmless against any and all losses, claims, damages or liabilities (or actions including reasonable legal fees and other reasonable expenses incurred in respect the investigation and defense thereof) to which they or any of them may become subject under the Securities Act or otherwise (collectively "Losses"), insofar as any such Losses shall arise out of or are shall be based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement relating to the sale of such Subject Stock (or as amended if the Company shall have filed with the Commission any amendments theretoamendment thereof), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the prospectus relating to the sale of such Subject Stock (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof 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 therein, in light of the circumstances under which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company indemnification agreement contained in this Section 5(f) shall not be liable in any apply to such case to the extent that any such losses, claims, damages or liabilities Losses which shall arise out of or are shall be based upon an any such untrue statement or alleged untrue statement statement, or any such omission or alleged omission was omission, which shall have been made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished in writing to the Company by and through Canaccord as set forth in Section 10(b) below expressly the Stockholder, specifically for use thereinin connection with the preparation of the registration statement or prospectus contained in the registration statement or any such amendment thereof or supplement thereto.

Company Indemnification. The Company will shall indemnify each Eligible Holder participating in a registration, each of such Eligible Holder's officers, directors and hold harmless Canaccord partners, its legal counsel and accountants and each personPerson controlling such Eligible Holder within the meaning of Section 15 of the Securities Act, with respect to whom registration, qualification, or compliance has been effected pursuant to this Section 3, and each underwriter, if any, and each Person who controls Canaccord within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Actany underwriter, insofar as such lossesagainst all expenses, claims, losses, damages or and liabilities (or actions actions, proceedings, or settlements in respect thereof) arise arising out of or are based upon (i) an on any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement Statement, prospectus, offering circular, or other document incident to any such registration, qualification, or compliance, or based on any omission (or any amendments thereto), the Prospectus (or any amendment or supplement theretoalleged omission) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in misleading, or any violation by the case Company of the Prospectus Securities Act or of any supplement thereto rule or regulation promulgated thereunder applicable to the Disclosure Package necessary Company and relating to make the statements therein, in light action or inaction required of the circumstances Company in which they were madeconnection with any such registration, not misleadingqualification, or compliance, and will reimburse Canaccord each such Eligible Holder, each of such Eligible Holder's officers, directors, partners, legal counsel and accountants, and each Person so controlling such Eligible Holder, as well as each such underwriter, and each Person who so controls any such underwriter, for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord them in connection with investigating and defending or defending settling any such action claim, loss, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise action arises out of or are is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance based upon and in conformity with written information furnished to the Company by or on behalf of such Eligible Holder or underwriter and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein. Notwithstanding the foregoing, the Company's obligations under this Subsection 3.6.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. The Company will indemnify and hold harmless Canaccord and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, the Disclosure Package, or any amendments thereto)Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectus or the Disclosure Package Package, or (ii) in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, or arise out of or are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment theretoor supplement to the Registration Statement, the Prospectus, or the Disclosure Package or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or the Disclosure Package, or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use therein.

Company Indemnification. The Company will indemnify and hold harmless Canaccord and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act Placement Agent against any losses, claims, damages damages, or liabilities, joint or several, to which Canaccord or such controlling person the Placement Agent may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) , or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord the Placement Agent for any reasonable documented legal expenses of counsel for Canaccord, and for or other documented expenses reasonably incurred by Canaccord the Placement Agent in connection with investigating or defending any such action or claim as such expenses are incurredclaim; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage, or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (Prospectus or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and the Placement Agent directly or through Canaccord as set forth in Section 10(b) below the Placement Agent expressly for use therein; provided further, that in no event shall the indemnification agreement contained in this subsection inure to the benefit of the Placement Agent (or any person controlling the Placement Agent) on account of any losses, claims, damages, liabilities, or actions arising from the sale of the Shares pursuant to the Offering to any person by the Placement Agent if such losses, claims, damages, liabilities, or options arise out of, or are based upon, an untrue statement or omission or alleged untrue statement or omission in the Prospectus or any amendment or supplement thereto based upon and in conformity with written information furnished to the Company by the Placement Agent specifically for use therein. The indemnity agreement in this subsection shall be in addition to any liability which the Company may otherwise /14/ have and shall extend upon the same terms and conditions to each officer, director, or partner of the Placement Agent and to each person, if any, who controls the Placement Agent within the meaning of section 15 of the Securities Act.

Company Indemnification. The Company will indemnify and hold harmless Canaccord Cantor, its affiliates and their respective partners, members, directors, officers, employees, counsels and agents and each person, if any, who controls Canaccord Cantor or any affiliate within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange ActAct against any losses, claims, damages, expenses or liabilities, joint or several, to which Cantor or controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, the Disclosure Package, or any amendments thereto)Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectus or the Disclosure Package Package, or (ii) in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, or arise out of or are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment theretoor supplement to the Registration Statement, the Prospectus, or the Disclosure Package or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord Cantor for any reasonable and documented legal expenses of counsel for CanaccordXxxxxx and one set of local counsel in each applicable jurisdiction for Xxxxxx, and for other documented expenses reasonably incurred by Canaccord Xxxxxx in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or the Disclosure Package, or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below Cantor expressly for use therein. The Company hereby acknowledges that the only information that Xxxxxx has furnished to the Company expressly for use in the Registration Statement, the Prospectus or the Disclosure Package or any such amendment or supplement thereto are the statements set forth in the tenth and eleventh paragraphs under the heading “Plan of Distribution” in the Prospectus (the “Agent Information”).

Company Indemnification. The Company will indemnify Whether or not the transactions contemplated hereby are consummated, the Companies shall indemnify, defend and hold harmless Canaccord the Agent-Related Persons, and each personBank and each of its respective officers, if anydirectors, who controls Canaccord within the meaning of the Securities Act or the Exchange Act employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") from and against any and all liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or liabilities, to which Canaccord nature whatsoever (other than expenses described in SECTION 11.4 whether or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, not required to be stated therein or necessary to make the statements therein not misleading and reimbursed thereunder) which may at any time (b) in the case including at any time following repayment of the Prospectus Loans and the termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any supplement thereto document contemplated by or referred to herein or therein, or the Disclosure Package necessary to make the statements thereintransactions contemplated hereby or thereby, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred action taken or omitted by Canaccord any such Person under or in connection with investigating any of the foregoing, including with respect to any investigation, litigation or defending proceeding (including any such action Insolvency Proceeding or claim as such expenses are incurredappellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, however, that the Company Companies shall not be liable in have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the bad faith, gross negligence or willful misconduct of such case Indemnified Person or arising from disputes solely between any Indemnified Persons; and provided further the Companies shall have no obligations with respect to the extent that tax liabilities, funding costs or capital costs of any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord Indemnified Person except as set forth in Section 10(bthis Agreement. The agreements in this SECTION shall survive payment of all other Obligations. The Companies agree that they shall not enter into any settlement with respect to any Indemnified Liabilities without the consent of the Indemnified Person unless such settlement (i) below expressly for use therein.does not result in any liability or admission of wrong doing by the Indemnified Person and (ii) results in total and complete release of all claims against such Indemnified Person. At the election of any Indemnified Person, the Companies shall defend such Indemnified Person using legal counsel mutually acceptable to the Companies, the Agent, the Required Banks and such Indemnified Person, at the sole cost and expense of the Companies. All amounts owing under this SECTION shall be paid within 30 days after demand. 101

Company Indemnification. The Company will indemnify the Purchaser (if Registrable Securities held by the Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord person controlling the Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (iA) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or (B) any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and in each case, the Company will reimburse the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (X) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 5.3(h)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Company Indemnification. The (a) Whether or not the ----------------------- transactions contemplated hereby are consummated, the Parent and the Company will indemnify shall indemnify, defend and hold harmless Canaccord the Agent-Related Persons, and each personLender and each of its respective officers, if anydirectors, who controls Canaccord within the meaning of the Securities Act or the Exchange Act employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") ------------------ harmless from and against any lossesand all liabilities, claims, damages obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or liabilities, to nature whatsoever which Canaccord or such controlling person may become subject, under Section 15 at any time (including at any time following repayment of the Securities Act or Section 20 Loans and termination of all Specified Swap Contracts and the termination of the Exchange ActLetters of Credit and the termination, insofar as resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such losses, claims, damages Person in any way relating to or liabilities (or actions in respect thereof) arise arising out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in this Agreement, the Registration Statement (Transaction, the other Documents or any amendments thereto)document contemplated by or referred to therein, or the Prospectus (transactions contemplated hereby, or any amendment action taken or supplement thereto) omitted by any such Person under or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating any of the foregoing, including with respect to any investigation, litigation or defending proceeding (including any such action Insolvency Proceeding or claim as such expenses are incurredappellate proceeding) related to or arising out of this Agreement or the Specified Swap Contracts or the Transaction or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, however, provided ----------------------- -------- that the Parent and the Company shall not be liable in have no obligation hereunder to any such case Indemnified Person with respect to Indemnified Liabilities to the extent that any they are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such losses, claims, damages or liabilities arise out Indemnified Person. The agreements in this Section and in Section 11.04 shall survive the termination of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Commitments, the Prospectus (termination or any amendment or supplement thereto) or expiration of all Letters of Credit and the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use thereinpayment of all other Obligations.

Company Indemnification. The Company will indemnify and hold harmless Canaccord and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or or, (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package Package, necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, Package in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use therein.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord person controlling such Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesto the extent permitted by applicable law, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (i) an any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement (Statement, prospectus, offering circular or any amendments thereto)other document, the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or (ii) any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration; and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (A) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (B) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective, (C) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement, or (D) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser.

Company Indemnification. The In the event of any registration of any securities under the Securities Act pursuant to this Section 13, the Company will indemnify and hold harmless Canaccord each offering Eligible Holder, each underwriter of such securities and each personother Person, if any, who controls Canaccord such Eligible Holder, or such underwriter within the meaning of the Securities Act or the Exchange Act Act, against any losses, claims, damages damages, or liabilities, joint or several, to which Canaccord such Eligible Holder, such underwriter or such controlling person Person may become subject, subject under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged any untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration Statement (Securities Act, any preliminary prospectus or any amendments thereto)final prospectus contained therein, the Prospectus (or any amendment or supplement restatement thereto) , or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, ; and will reimburse Canaccord such Eligible Holder, such underwriter and each such controlling Person for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred by Canaccord such Eligible Holder, such underwriter, or such controlling Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable in any such case to the extent that any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use therein.extent

Company Indemnification. The In the event of any registration of any securities under the Securities Act pursuant to this Section 12, the Company will indemnify and hold harmless Canaccord each offering Eligible Holder, each underwriter of such securities and each personother Person, if any, who controls Canaccord such Eligible Holder or such underwriter within the meaning of the Securities Act or the Exchange Act Act, against any losses, claims, damages damages, or liabilities, joint or several, to which Canaccord such Eligible Holder, such underwriter or such controlling person Person may become subject, subject under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Registration Statement (Securities Act, any preliminary prospectus or any amendments thereto)final prospectus contained therein, the Prospectus (or any amendment or supplement statement thereto) , or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, ; and will reimburse Canaccord such Eligible Holder, such underwriter and each such controlling Person for any reasonable documented legal expenses of counsel for Canaccord, and for any other documented expenses reasonably incurred secured by Canaccord such Eligible Holder, such underwriter, or such controlling Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable in any such case -------- ------- to the extent that any such lossesloss, claimsclaim, damages damage, or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (said registration statement, said preliminary prospectus, or any amendments thereto), the Prospectus (said prospectus or any said amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by and through Canaccord as set forth in Section 10(b) below expressly such Eligible Holder or such underwriter specifically for use thereinin the preparation thereof.

Company Indemnification. The Company will indemnify and hold harmless Canaccord the Agents and each person, if any, who controls Canaccord the Agents within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Canaccord the Agents or such controlling person may become subject, under Section 15 of the Securities Act Act, Canadian Securities Laws or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) a misrepresentation as defined under Canadian Securities Laws or an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectuses, the Disclosure Package, or any amendments theretoIssuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectuses or the Disclosure Package Package, or (ii) in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or the Canadian Qualifying Authorities, or arise out of or fare based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), or any amendment theretoor supplement to the Registration Statement, the Prospectuses, or the Disclosure Package or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission or the Canadian Qualifying Authorities a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, made not misleading, and will reimburse Canaccord the Agents for any reasonable documented legal expenses of counsel for Canaccordthe Agents and one set of local counsel in each applicable jurisdiction for the Agents, and for other documented expenses reasonably incurred by Canaccord the Agents in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (Statement, the Prospectuses or the Disclosure Package, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below the Agents expressly for use therein.

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Selling Holder, its directors and officers and each personother Person, if any, who controls Canaccord such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person being a “Covered Person”) against any losses, claims, damages or liabilities, joint or several, to which Canaccord or such controlling person Covered Person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement (or any amendments amendment thereto) under which such Registrable Shares were registered under the Securities Act, as of the effective date of any such Registration Statement (or any amendment thereto), or the Prospectus omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, as of the effective date of any such Registration Statement (or any amendment thereto) or (ii) solely during the period that the Company is required to keep a prospectus current in accordance with Section 4.2, any untrue statement or alleged untrue statement of any material fact contained in any preliminary or final prospectus (or any amendment or supplement thereto) ), at the time of sale of securities thereunder, that was filed in connection with a Registration Statement under which such Registrable Shares were registered under the Securities Act, or the Disclosure Package or (ii) the omission or alleged omission to state therein therefrom of a material fact, (a) fact necessary in the case of the Registration Statement or any amendment thereto, required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary order to make the statements therein, in light of the circumstances in under which they were made, not misleading, at the time of sale of securities thereunder; and the Company will reimburse Canaccord such Covered Person for any reasonable documented legal expenses of counsel for Canaccord, and for or any other documented expenses reasonably incurred by Canaccord such Covered Person, as they are incurred, in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable to any Covered Person (x) in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such Covered Person specifically for use in the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or alleged untrue statement or omission or alleged omission was made contained in the Registration Statement (a preliminary prospectus and corrected in a final or any amendments thereto)amended prospectus, the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished prior to the Company time of sale of securities thereunder, and such Selling Holder failed to deliver (unless such Selling Holder is exempt from the delivery requirements of the Securities Act under Rule 172) a copy of the final or amended prospectus at or prior to the time of the sale of the Registrable Shares to the person asserting any such loss, claim, damage or liability in any case in which such delivery is required by and through Canaccord as set forth in Section 10(b) below expressly for use thereinthe Securities Act.

Company Indemnification. The To the fullest extent permitted by law, the Company will indemnify and hold harmless Canaccord each Selling Holder, its partners, directors, officers, employees and agents and each personother Person, if any, who controls Canaccord such Selling Holder (within the meaning of the Securities Act or the Exchange Act Act) and each such controlling Person's partners, directors, officers, employees and agents (each such Person being a "Covered Person") from and against any and all losses, claims, damages damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses" and individually a "Loss"), joint or liabilitiesseveral, to which Canaccord or such controlling person Covered Person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon (ia) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) or the Disclosure Package to such Registration Statement or (iib) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (b) in the case of the Prospectus Company will reimburse such Covered Person for any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such Covered Person in connection with investigating or defending any such action Loss or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable to any Covered Person in any such case (x) to the extent that any such losses, claims, damages or liabilities arise Loss arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (or prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such Covered Person or the Selling Holder specifically for use thereinin the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such Loss, in any case in which such delivery is required by the Securities Act.

Company Indemnification. The To the extent permitted by Applicable Law, the Company will indemnify and hold harmless Canaccord the Investor, the partners, officers and directors of the Investor, any underwriter (as defined in the Securities Act) for the Investor and each personPerson, if any, who controls Canaccord the Investor or underwriter within the meaning of the Securities Act or the Exchange Act Act, against any losses, claims, damages damages, or liabilities, liabilities (joint or several) to which Canaccord or such controlling person they may become subject, subject under Section 15 of the Securities Act, the Exchange Act or Section 20 of the Exchange Actother federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (icollectively, a "Violation") an by the Company: (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (iiB) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein therein, or necessary to make the statements therein not misleading and misleading, or (bC) in any violation or alleged violation by the case Company of the Prospectus Securities Act, the Exchange Act, any state securities law or any supplement thereto rule or regulation promulgated under the Disclosure Package necessary to make Securities Act, the statements therein, Exchange Act or any state securities law in light of connection with the circumstances in which they were made, not misleading, offering covered by such registration statement; and the Company will reimburse Canaccord the Investor, partner, officer or director, underwriter or controlling Person for any reasonable documented legal or other expenses of counsel for Canaccord, and for other documented expenses as reasonably incurred by Canaccord them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, provided however, that the Company indemnity agreement contained in this Section 4.7(a)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such losses, claims, damages or liabilities arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use thereinin connection with such registration by the Investor, partner, officer, director, underwriter or controlling Person of the Investor.

Company Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Company will shall indemnify and hold harmless Canaccord the Agent-Related Persons, and each personBank and Designated Bidder and each of their respective officers, if anydirectors, who controls Canaccord within the meaning employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including attorney costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Securities Act Loans and the termination, resignation or replacement of the Agent or replacement of any Bank or Designated Bidder) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the Exchange Act against any lossestransactions contemplated hereby, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (action taken or omitted by any amendment such Person under or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating any of the foregoing, including with respect to any investigation, litigation or defending proceeding (including any such action insolvency proceeding or claim as such expenses are incurredappellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, however, that the Company shall not be liable in have no obligation hereunder to any such case Indemnified Person with respect to (i) Indemnified Liabilities to the extent that resulting from the gross negligence or willful misconduct of such Indemnified Person (ii) any violation of any banking law or regulation by such lossesIndemnified Person, claims(iii) any liability as between or among any Indemnified Person or their respective shareholders and controlling persons, damages (iv) any default hereunder by any Person other than the Company, or liabilities arise out of (v) any Taxes or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Other Taxes, the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished except to the Company extent such Taxes or Other Taxes are indemnified against by and through Canaccord as set forth other provisions of this Agreement. The agreements in this Section 10(b) below expressly for use thereinshall survive payment of all other obligations of the Company.

Company Indemnification. The In the event of any registration of ----------------------- any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will shall indemnify and hold harmless Canaccord the seller of such Registrable Shares, each underwriter of such Registrable Shares and each other person, if any, who controls Canaccord such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Canaccord such seller, underwriter or such controlling person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) to such Registration Statement, or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements thereina prospectus, in light of the circumstances in under which they were made, ) not misleading; and the Company shall reimburse such seller, underwriter and will reimburse Canaccord each such controlling person for any reasonable documented legal expenses of counsel for Canaccord, and for or any other documented expenses reasonably incurred by Canaccord such seller, underwriter or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall not be liable to any such seller, underwriter or controlling in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (Statement, preliminary prospectus or prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such seller, underwriter or controlling person specifically for use thereinin the preparation thereof.

Company Indemnification. The In the event any Shares are included in a ----------------------- registration statement pursuant to this Agreement, the Company will indemnify and hold harmless Canaccord DIRECTV, its officers, directors and legal counsel, any underwriter (as defined in the Securities Act) for DIRECTV and each person, if any, any who controls Canaccord DIRECTV or underwriter within the meaning of the Securities Act or the Exchange Act Act, against any losses, claims, damages damages, or liabilities, liabilities (joint or several) to which Canaccord or such controlling person they may become subject, subject under Section 15 of the Securities Act, the Exchange Act or Section 20 of the Exchange Actother federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) an any untrue statement or alleged untrue ---------- statement of a material fact contained in the Registration Statement (such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein therein, or necessary to make the statements therein not misleading and misleading, or (biii) in any violation or alleged violation by the case Company of the Prospectus Securities Act, the Exchange Act, any state securities law or any supplement thereto rule or regulation promulgated under the Disclosure Package necessary to make Securities Act, the statements therein, Exchange Act or any state securities law in light of connection with the circumstances in which they were made, not misleading, offering covered by such registration statement; and the Company will reimburse Canaccord DIRECTV and such officers, directors, legal counsel, underwriter or controlling person for any reasonable documented legal expenses of counsel for Canaccord, and for or other documented expenses reasonably incurred by Canaccord them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company indemnity agreement contained in this Section 5.1 shall neither apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such losses, claims, damages or liabilities arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use thereinin connection with such registration by DIRECTV or such officer, director, or controlling person of DIRECTV.

Company Indemnification. The Company will indemnify Whether or not the transactions contemplated hereby are consummated, the Companies shall indemnify, defend and hold harmless Canaccord the Agent-Related Persons, and each personBank and each of its respective officers, if anydirectors, who controls Canaccord within the meaning of the Securities Act or the Exchange Act employees, counsel, agents and attorneys-in-fact (each, an “Indemnified Person”) from and against any and all liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or liabilities, to which Canaccord nature whatsoever (other than expenses described in Section 11.4 whether or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, not required to be stated therein or necessary to make the statements therein not misleading and reimbursed thereunder) which may at any time (b) in the case including at any time following repayment of the Prospectus Loans, the termination of the Letters of Credit or this Agreement and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any supplement thereto document contemplated by or referred to herein or therein, or the Disclosure Package necessary to make the statements thereintransactions contemplated hereby or thereby, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred action taken or omitted by Canaccord any such Person under or in connection with investigating any of the foregoing, including with respect to any investigation, litigation or defending proceeding (including any such action Insolvency Proceeding or claim as such expenses are incurredappellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, that the Company Companies shall not be liable in have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the bad faith, gross negligence or willful misconduct of such case Indemnified Person; and provided further the Companies shall have no obligations with respect to the extent that tax liabilities, funding costs or capital costs of any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord Indemnified Person except as set forth in this Agreement. The agreements in this Section 10(b) below expressly for use thereinshall survive payment of all other Obligations and the termination of this Agreement. At the election of any Indemnified Person, the Companies shall defend such Indemnified Person using legal counsel mutually acceptable to the Companies, the Agent, the Majority Banks and such Indemnified Person, at the sole cost and expense of the 100 Companies. All amounts owing under this Section shall be paid within 30 days after demand.

Company Indemnification. The To the fullest extent permitted by law, the ----------------------- Company will indemnify and hold harmless Canaccord each Selling Holder, its partners, directors, officers, employees and agents and each personother Person, if any, who controls Canaccord such Selling Holder (within the meaning of the Securities Act or the Exchange Act Act) and each such controlling Person's partners, directors, officers, employees and agents (each such Person being a "Covered Person") from and -------------- against any and all losses, claims, damages damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses" and individually a "Loss"), joint or liabilitiesseveral, to which Canaccord or such controlling person Covered ------ ---- Person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon (ia) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) or the Disclosure Package to such Registration Statement or (iib) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading misleading; and (b) in the case of the Prospectus Company will reimburse such Covered Person for any legal or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord such Covered Person in connection with investigating or defending any such action Loss or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable -------- ------- to any Covered Person in any such case (x) to the extent that any such losses, claims, damages or liabilities arise Loss arises out of or are is based upon an untrue statement or alleged any untrue statement or omission or alleged omission was made in the such Registration Statement (or prospectus, or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Packagesupplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by and through Canaccord as set forth in Section 10(b) below expressly or on behalf of such Covered Person or the Selling Holder specifically for use thereinin the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such Loss, in any case in which such delivery is required by the Securities Act.

Company Indemnification. The Company will indemnify and hold harmless Canaccord and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act Placement Agent against any losses, claims, damages damages, or liabilities, joint or several, to which Canaccord or such controlling person the Placement Agent may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (Memorandum or any amendment or supplement thereto) , or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord the Placement Agent for any reasonable documented legal expenses of counsel for Canaccord, and for or other documented expenses reasonably incurred by Canaccord the Placement Agent in connection with investigating or defending any such action or claim as such expenses are incurredclaim; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage, or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (Memorandum or any amendments thereto), the Prospectus (or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and the Placement Agent directly or through Canaccord as set forth in Section 10(b) below the Placement Agent expressly for use therein; provided further, that in no event shall the indemnification agreement contained in this subsection inure to the benefit of the Placement Agent (or any person controlling the Placement Agent) on account of any losses, claims, damages, liabilities, or actions arising from the sale of the Units pursuant to the Offering to any person by the Placement Agent if such losses, claims, damages, liabilities, or options arise out of, or are based upon, an untrue statement or omission or alleged untrue statement or omission in the Memorandum or any amendment or supplement thereto based upon and in conformity with written information furnished to the Company by the Placement Agent specifically for use therein. The indemnity agreement in this subsection shall be in addition to any liability which the Company may otherwise have and shall extend upon the same terms and conditions to each officer, director, or partner of the Placement Agent and to each person, if any, who controls the Placement Agent within the meaning of section 15 of the Securities Act.

Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and hold harmless Canaccord directors, partners, members and each person, if any, who controls Canaccord person controlling such Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such lossesagainst all expenses, claims, losses, damages or liabilities (or actions in respect thereof) arise ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based upon on (iA) an any untrue statement (or alleged untrue statement statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document (including, without limitation, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) authorized by the Company for use in connection with such Registration Statement (or any amendments theretoStatement), the Prospectus (or any amendment or supplement thereto) , incident to any such Registration Statement, or the Disclosure Package or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or (B) any reasonable documented legal expenses violation by the Company of counsel for Canaccordthe Securities Act, and for other documented expenses reasonably incurred by Canaccord the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with investigating or defending any such action or claim registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are incurred; provided, howeverin connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company shall will not be liable in any such case to the extent that any such lossesclaim, claimsloss, damages damage, liability or liabilities arise expense arises out of or are is based upon an on (X) any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and through Canaccord as set forth in Section 10(b) below expressly stated to be specifically for use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required (and not exempted, including pursuant to Rule 172 under the Securities Act (or any successor rule)) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities.

Company Indemnification. The In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company will shall indemnify and hold harmless Canaccord the selling Holder of such Registrable Securities, its partners, directors, officers and employees and any fund manager or fiduciary (which Persons shall be deemed to be included in the term seller in this Section 6.1), each underwriter of such Registrable Securities and each personother Person, if any, who controls Canaccord such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Canaccord such seller, underwriter or such controlling person Person may become subject, subject under Section 15 of the Securities Act or Section 20 of Act, the Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or any amendment or supplement thereto) to such Registration Statement, or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements thereina prospectus, in light of the circumstances in under which they were made); and the Company shall reimburse such seller, not misleading, underwriter and will reimburse Canaccord each such controlling Person for any reasonable documented legal expenses of counsel for Canaccord, and for or any other documented expenses reasonably incurred by Canaccord such seller, underwriter or controlling Person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall not be liable to any such seller, underwriter or controlling Person in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling Person for use in the preparation thereof; provided, further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (at or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished prior to the Company by and through Canaccord as set forth written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in Section 10(b) below expressly for use thereinsuch final prospectus.

Company Indemnification. The Company will indemnify Whether or not the transactions contemplated hereby are consummated, the Companies shall indemnify, defend and hold harmless Canaccord the Agent-Related Persons, and each personBank and each of its respective officers, if anydirectors, who controls Canaccord within the meaning of the Securities Act or the Exchange Act employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") from and against any and all liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or liabilities, to which Canaccord nature whatsoever (other than expenses described in SECTION 12.4 whether or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, not required to be stated therein or necessary to make the statements therein not misleading and reimbursed thereunder) which may at any time (b) in the case including at any time following repayment of the Prospectus Loans, the termination of the Letters of Credit and Interim Note Guarantee and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any supplement thereto document contemplated by or referred to herein or therein, or the Disclosure Package necessary to make the statements thereintransactions contemplated hereby or thereby, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for or any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred action taken or omitted by Canaccord any such Person under or in connection with investigating any of the foregoing, including with respect to any investigation, litigation or defending proceeding (including any such action Insolvency Proceeding or claim as such expenses are incurredappellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or Interim Note Guarantee or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, however, that the Company Companies shall not be liable in have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the bad faith, gross negligence or willful misconduct of such case Indemnified Person; and provided further the Companies shall have no obligations with respect to the extent that tax liabilities, funding costs or capital costs of any such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord Indemnified Person except as set forth in this Agreement. The agreements in this Section 10(b) below expressly for use therein.shall survive payment of all other Obligations. At the election of any Indemnified Person, the Companies shall defend such Indemnified Person using legal counsel mutually acceptable to the Companies, the Agent, the Required Banks and such Indemnified Person, at the sole cost and expense of the Companies. All amounts owing under this Section shall be paid within 30 days after demand. 105

Company Indemnification. The To the extent permitted by law, the Company will indemnify and hold harmless Canaccord each Holder, the partners, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls Canaccord such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the “1934 Act”), against any losses, claims, damages damages, or liabilities, liabilities (joint or several) to which Canaccord or such controlling person they may become subject, subject under Section 15 of the Securities Act, the 1934 Act or Section 20 of the Exchange Actother federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package or (ii) the omission or alleged omission to state therein a material fact, (a) in the case of the Registration Statement or any amendment thereto, fact required to be stated therein therein, or necessary to make the statements therein not misleading and misleading, or (biii) in any violation or alleged violation by the case Company of the Prospectus Securities Act, the 1934 Act, any state securities law or any supplement thereto rule or regulation promulgated under the Disclosure Package necessary to make Securities Act, the statements therein, 1934 Act or any state securities law in light of connection with the circumstances in which they were made, not misleading, offering covered by such registration statement; and the Company will reimburse Canaccord each such Holder, partner, officer or director, underwriter or controlling person for any reasonable documented legal or other expenses of counsel for Canaccord, and for other documented expenses as reasonably incurred by Canaccord them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, provided however, that the Company indemnity agreement contained in this Section 3.8.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such losses, claims, damages or liabilities arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use thereinin connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder.

Company Indemnification. The Company will indemnify and hold harmless Canaccord and each person, if any, who controls Canaccord within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus, or any amendments thereto)Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Prospectus (or any amendment or supplement thereto) to the Registration Statement, the Prospectus, or the Disclosure Package arise out of or (ii) are based upon the omission or alleged omission to state therein a material fact, (a) in the case of Registration Statement, the Registration Statement Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment theretoor supplement to the Registration Statement, or the Prospectus, a material fact required to be stated therein in it or necessary to make the statements therein not misleading and (b) in the case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, it not misleading, and will reimburse Canaccord for any reasonable and documented legal expenses of counsel for Canaccord and one set of local counsel in each applicable jurisdiction for Canaccord, and for other documented expenses reasonably incurred by Canaccord in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendments thereto)Statement, the Prospectus (or the Disclosure Package, or any such amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information furnished to the Company by and through Canaccord as set forth in Section 10(b) below expressly for use therein, it being understood and agreed that the only such information furnished by Canaccord to the Company consists of the information set forth in the eighth and ninth paragraphs under the caption “Plan of Distribution” in the Prospectus (herein referred to as the “Agent Information”).